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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees Insurance Proceeds that are or will become available to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇right, 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 ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ Landlord agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇Tenant, 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 ▇▇▇▇▇▇Tenant, 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 (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees Insurance Proceeds that are or will become available to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇right, 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 ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 (a) If any Net Award is in excess of $1,000,000, 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(s)contracts, and contractors, plans and specifications and a budget for the Restoration restoration shall have been approved by Landlord and (B) Landlord and Lender shall be approved by provided with mechanics’ lien insurance (if reasonably available) and reasonably 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, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans name Landlord 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 requirements.additional dual obligees; (bii) At at the time of any disbursement, no Event of Default shall exist and and, unless Tenant is exercising its rights under Paragraph 14, 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.unless any such has been “bonded over”; (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’ 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 claims.and materialmen’s lien claims as a result of non-payment by or on behalf of Tenant; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of a duly authorized officer of Tenant or Tower, 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, until fifty percent (50%) completion which shall be not less than the cost of completing held until restoration is fully completed; (vi) the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 19(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 8.18.1 So long as no Breach Event exists, any Net Award up to and including £500,000 in respect of any Casualty or Compulsory Acquisition shall be paid by the Landlord or the Lender to the Tenant and the Tenant shall restore the Premises to the condition required by this Lease. 8.18.2 If any Net Award is in excess of £500,000 in respect of any occurrence, the Landlord or Lender may hold the entire 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 have been approved by the Landlord and (B) the Landlord shall be approved by provided with ▇▇▇▇▇▇▇’▇ ▇▇▇▇ 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 guarantee acceptable to the Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to name 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.additional co-beneficiaries; (bii) At at the time of any disbursement, no Breach Event of Default shall exist and no mechanics’ or materialmen’s Liens ▇▇▇▇▇▇▇’▇ liens (other than those liens that arise automatically under the Law) 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.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, (C) contractors’ and subcontractors’ statements as to completed work and the cost thereof for which payment is requested, and (3D) other reasonable evidence of cost and payment so that the Landlord 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 retention of title lien and other claims.; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant the Tenant, signed by an authorised representative of the 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) stating 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 the 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall the Landlord may retain a commercially reasonable retainage amount ten per cent (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 until the work is fully completed; (vi) if the Restoration Fund is held by the TrusteeLandlord, plus any the Restoration Fund shall not be combined with the Landlord’s other funds contributed thereto by ▇▇▇▇▇▇, at its option, and shall bear interest (which shall be not less than the cost of completing added to the Restoration Fund) at a rate available a bank selected by Landlord for day-in, day-out deposits; and (vii) such other reasonable conditions as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to the Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liensmay impose. (h) In addition, prior 8.18.3 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 the Landlord and the Tenant, 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 the Landlord, be paid by the 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 so added by the Restoration Fund Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to the Tenant. For purposes of determining the source of funds with respect to the disbursement of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award and/or the insurance proceeds shall be paid deemed to be disbursed prior to any amount added by the Tenant; . 8.18.4 If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the work and any refund to a Taking Tenant pursuant to clause 8.18.3, such sum shall be paid to retained by the Landlord.

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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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) that no Event 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 Default exists insurance and no mechanics’ Unavoidable Delays) and shall diligently pursue the Substantial Completion of such restoration, repair or materialmen’s Liens rebuilding (subject to delays in the adjustment of insurance and Unavoidable Delays). Landlord shall have been filed promptly and remain undischarged diligently seek adjustment of any insurance proceeds available after any casualty. If the fire or unbondedother casualty, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered repair, restoration or rebuilding required by Tenant upon completion of Landlord shall render the work shallPremises untenantable in whole or in part, in additionor inaccessible, 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 then Rent shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇proportionally ▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all 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 the Rentable Square Feet 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% portion of the expected repair cost, other than general conditions, until the Restoration is 50% complete). Premises rendered untenantable (for inaccessible) 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 occupied 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 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$500,000, 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 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 ▇▇▇▇▇▇▇▇ Landlord agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇Tenant, 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 ▇▇▇▇▇▇Tenant, 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 (a) If any Net Award is in excess of the Threshold Amount, 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, which budget may include a redevelopment fee payable to Tenant or its designee, for the Restoration restoration shall be have been approved by Landlord, which approval (B) Landlord and Lender shall not be unreasonably withheld or delayedprovided with mechanics' lien insurance (if available) and performance and payment bonds in customary form and amounts issued by a surety reasonably acceptable to Landlord, and which approval name Landlord and Lender as additional dual obligees, and (C) if the Related Premises being restored is the Pennsylvania Premises, appropriate waivers of mechanics' and materialmen's liens 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.have been filed; (bii) At at the time of any disbursement, no Event of Default Default, shall exist and no mechanics’ ' or materialmen’s Liens 's liens (other than those being contested in compliance with Paragraph 14) shall have been filed against the applicable Related 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 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' 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 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 additionalso stating that, state that to the best knowledge of such person, 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing restoration is fully completed; (vi) the Restoration Fund shall not be commingled with Landlord's other funds and shall bear interest at a rate agreed to by Landlord and Tenant; and (vii) such other reasonable and customary conditions as reasonably estimated by ▇▇▇▇▇▇, 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 Liensor 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 19(b), such 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than agreed value of the cost Property as of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 Net Proceeds and Restoration Fund Award (the aggregate of which being herein defined as the “Restoration Fund”) shall be disbursed by the Trustee in accordance with the following conditionsconditions or as otherwise required by any Loan Document: (a) If the cost of Restoration will exceed the Threshold Amount$500,000.00, prior to commencement of the Restoration Restoration, if required by the Landlord, 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, and which approval will be conclusively deemed granted if Landlord fails, within fifteen (15) days following Landlord’s receipt of Tenant’s request (accompanied by copies of the plans and specifications for such Restoration) to grant or to reasonably withhold (with reasons stated) such approval. Landlord will not withhold its consent The foregoing Five Hundred Thousand Dollar ($500,000.00) threshold amount shall be increased one and one-half percent (1.5%) for variations to each Lease Year during the Improvements required as a result of current zoning and building code requirementsTerm. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverageunbonded. (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, evidence 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, (2) partial releases of Liens or conditional Lien waiversliens and/or partial waiver of lien as local law and custom may dictate, 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 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) that no Event of Default exists therewith 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; 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall may 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 kept in a separate interest-bearing federally insured account by the Trustee and shall be invested as directed or by Landlord. All interest shall become a part of the Restoration FundLender. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, Trustee plus any funds contributed thereto by ▇▇▇▇▇▇, at its optionTenant, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Restoration, free and clear of all Liensliens. (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 TenantLandlord, exceeds the amount of the Net Proceeds or and the Net Award, as applicable, and Tenant Insurance Payment Restoration Award 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 RestorationFund. 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, excepting excess funds paid by Tenant to Trustee in accordance with the preceding sentence, which funds shall be returned 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 Proceeds or the Restoration Award shall be deemed to be disbursed prior to any amount added by Tenant.

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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇ Landlord agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇Tenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇Tenant, 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 (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 Casualty 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’ 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 or other coverage. (c) Disbursements shall be made from time to time not more frequently than on a monthly basis 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 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇Tenant (or available to Tenant in the form of an unconditional commitment therefor), at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 as and when such costs are incurred during the course of 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than agreed value of the cost Property as of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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. (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing all work until the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇Tenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇Tenant, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than pay the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇ 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 for disbursement shall be sent by Tenant If the Net Proceeds are equal to Landlord and to or greater than the Trustee, accompanied by a certificate Casualty/Condemnation Threshold Amount or the costs 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 completing the Restoration Fund unless and until it has received a written authorization from Landlord approving such releaseis equal to or greater than the Casualty/Condemnation Threshold Amount, which ▇▇the Net Proceeds will be held by ▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of and Lender shall make 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 Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4. The term “Net Proceeds” for purposes of this Section 6.4 shall mean: (i) the 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 collecting same (“Insurance Proceeds”) provided, that such costs and expenses of Borrower shall only be reimbursed if Lender is 50% complete). (f) The Restoration Fund shall reasonably certain that there will 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing 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 reasonably estimated by ▇▇▇▇▇▇, 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 Liens. or (hii) 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 net amount of the Award, after deduction of Lender’s and Borrower’s reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation 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 or to complete the Restoration (it being understood that to the extent Net Award, as applicable, and Tenant Insurance Payment Proceeds are not being made available for such Restoration, eitherthe foregoing provision shall not apply, at Tenant’s option and determinationor if such Net Proceeds exceed the Release Amount for the applicable Individual Property, the amount of such excess foregoing proviso shall be paid by Tenant not apply as to the Trustee to be added to excess Net Proceeds above such Release Amount), whichever 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 Landlordcase may be.

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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇Lender 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. The (a) If any Net Award is in excess of $1,000,000, 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(s)contracts, and contractors, plans and specifications and a budget for the Restoration restoration shall have been approved by Landlord and (B) Landlord and Lender shall be approved by provided with mechanics' lien insurance (if reasonably available) and reasonably 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, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans name Landlord 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 requirements.additional dual obligees; (bii) At at the time of any disbursement, no Event of Default shall exist and and, unless Tenant is exercising its rights under Paragraph 14, no mechanics’ ' or materialmen’s Liens 's 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.unless any such has been "bonded over"; (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' 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 claims.' and materialmen's lien claims as a result of non-payment by or on behalf of Tenant; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of a duly authorized officer of Tenant or Tower, 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, until fifty percent (50%) completion which shall be not less than the cost of completing held until restoration is fully completed; (vi) the Restoration Fund shall not be commingled with Landlord's other funds and shall bear interest at a rate agreed to by Landlord and Tenant; and (vii) such other reasonable conditions as reasonably estimated by ▇▇▇▇▇▇, 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 Liensor 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 19(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 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(sExcept as otherwise set forth in this Agreement (including this Section 12.2(1)), and plans and specifications for the Restoration AP shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, obligated to plug 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 ▇▇▇abandon all ▇▇▇▇▇ agrees owned, utilized, placed or caused to promptly give if ▇▇▇▇▇▇ has satisfied be placed by AP on the 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 requirements set forth 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 this Paragraph 15 in connection with such release. (e) The Trustee violation of Applicable Law(s), AP shall retain complete the Restoration Obligations within a commercially reasonable retainage amount time (but in no event less later than 5% of eighteen (18) months, subject to extension for Force Majeure or any Suspending Events) following: (a) 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 ▇date said ▇▇▇▇▇, at its optionstructures 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 not less 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 cost Property managed by DWF, then abandonment in place for such Improvements and Equipment shall be determined after consultation with DWF in accordance with the applicable provisions of completing Schedule 1. The failure of AP to timely complete the Restoration (as reasonably estimated Obligations shall subject AP to and make AP liable for any and all costs or expenses of any kind incurred by the State for plugging said ▇▇▇▇▇ or removing said structures or facilities, but in no instance shall title to or ownership of said facilities automatically vest in or transfer to the State nor shall said ▇▇▇▇▇, provided that Tenant shall provide structures or facilities be deemed “improvements” to Landlord the basis Property for purposes of vesting title in same to the State. Notwithstanding anything in the foregoing to the contrary, AP retains the right to perform its Restoration Obligations and such estimate, related obligations in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liensaccordance with any other Sequestration Protocols. (hb) In additionThe State recognizes AP’s right to draw and remove casing from ▇▇▇▇▇ and, prior further, to commencement of Restoration remove any structures and at any time during Restoration, if facilities no longer utilized for Permitted Purposes on 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 LandlordProperty.

Restoration. The (a) In the event that the Lease is not terminated as a result of any Condemnation or Casualty as provided in Section 17 above, Landlord shall hold any Net Award in excess of $500,000 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 for the Restoration restoration shall be have been approved by Landlord, which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned, and which approval (B) if requested by Landlord, Landlord shall be granted provided with acceptable performance and payment bonds which insure 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 and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. name Landlord will not withhold its consent for variations to the Improvements required 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 the Leased Premises and remain undischarged or unbonded or for which Tenant shall fail undischarged, subject to provide affirmative title insurance coverage.Tenant’s rights under Section 14 hereof; (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 (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’ and (3) other reasonable evidence of subcontractors’ sworn statements as to completed work and the 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, thereof for which payment is requested and (D) a satisfactory bring-down of title insurance; (iv) each request for disbursement shall be accompanied by a certificate of Tenant, signed by an officer of Tenant, describing the work for which payment is 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing restoration is fully completed; (vi) the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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; (vii) such other customary reasonable conditions as Landlord may reasonably 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, within ten (10) days following written request 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 provide Landlord with reasonable adequate security to secure the costs payment of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restorationexcess as and when required. 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 a Taking Tenant pursuant to Section 18(b), such sum shall be paid to retained by Landlord.

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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 If Beneficiary elects to release funds to Grantor for restoration of any of the Trust Property, then such restoration shall be disbursed by the Trustee performed only in accordance with the following conditions: (a) 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 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.Beneficiary; (b) At prior to making any advance of restoration funds, Beneficiary shall be satisfied that the remaining restoration funds are sufficient to complete the restoration and to pay all related expenses, including interest on the Obligations and real estate taxes on the Premises, during restoration; (c) 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 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 Beneficiary; (cd) 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. (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.Beneficiary; (e) The Trustee shall with respect to each advance of restoration funds, Beneficiary may retain a commercially reasonable retainage amount (but in no event less than 510% of the expected repair cost, other than general conditions, amount of such advance as a holdback until the Restoration restoration is 50% complete).fully completed; (f) The Restoration Fund the restoration funds shall bear no interest and may be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund.commingled with Beneficiary’s other funds; (g) At all times the undisbursed balance of the Restoration Fund held Beneficiary may impose such other conditions as are customarily imposed by the Trustee, plus construction lenders; and any restoration funds contributed thereto by ▇▇▇▇▇▇, at its option, remaining shall be not less than the cost of completing the Restoration (as reasonably estimated retained by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimateBeneficiary and may be applied by Beneficiary, in reasonable detailits sole discretion, 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 Obligations 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 (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing restoration is fully completed; (vi) the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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) Subject to the rights of any Lender under its Loan Documents, Landlord shall hold Net Award in excess of $1,000,000, or any Net Award of $1,000,000 or less if an Event of Default then exists, in a fund (the "RESTORATION FUND") and disburse amounts from the Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, the architects, general contractor(s)contracts, and contractors, plans and specifications for the Restoration restoration shall be have been approved by Landlord, which such approval shall not to 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. (bii) At at the time of any disbursement, no Event of Default shall exist and disbursement no mechanics’ ' or materialmen’s Liens 's liens shall have been filed against any of the Leased Premises and remain undischarged or unbonded or except for which Tenant shall fail to provide affirmative title insurance coverage.liens that are being contested in accordance with Paragraph 14; (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 since the last disbursement time, upon receipt of (1A) reasonably satisfactory evidence, including architects’ certificates evidence 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 material compliance with the contracts and the contracts, plans and specifications, (2B) partial releases sworn statements and waivers of Liens or conditional Lien waiversliens, and (3C) other reasonable evidence of cost and payment reasonably requested by Landlord so that Landlord 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 except for claims being contested in accordance with Paragraph 14; (div) Each 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, 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 ; (v) if the Restoration Fund unless and until it has received a written authorization from Landlord approving such releaseis held by Landlord, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 not be held by the Trustee commingled with Landlord's other funds and shall be invested as directed bear interest at a rate agreed to by Landlord. All interest shall become a part Landlord and Tenant; and (vi) if at any time the estimated total cost of completion of the Restoration Fund. (g) At all times Work exceeds the undisbursed balance of the Restoration Fund then held by the TrusteeLandlord, plus Tenant shall immediately deposit with Landlord an amount equal to such excess and any funds contributed thereto by ▇▇▇▇▇▇, at its option, such sums paid to Landlord shall be not less than the cost treated as part of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis Fund for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear all purposes of all Liensthis Lease. (hb) In addition, prior to commencement of Restoration and at If 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 the restoration, such sum shall be paid to retained by Landlord.

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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees Insurance Proceeds that are or will become available to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇right, 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 ▇▇▇▇▇▇, 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 Restoration is not required under any applicable Ground Lease and either (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 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 (iv) the Casualty Property and the use thereof after the Restoration would not be in material compliance with and permitted under all applicable laws, or (v) 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 insurance proceeds are made available for restoration by Lender in its sole discretion, Borrower shall, whether or not the insurance proceeds, shall be sufficient for the purpose, restore, repair, replace, and rebuild (hereinafter referred to as "Restoration") the Premises as nearly as possible to its value, condition and character immediately prior to such damage or destruction. In such event, all insurance money paid to Lender on account of such damage or destruction, less the actual costs, fees and expenses, if any, incurred in connection with adjustment of the loss, shall be released by Lender to be applied to payment (to the extent of actual restoration performed) of the cost of the aforesaid Restoration, including the cost of temporary repairs or Restoration. If the insurance proceeds are so made available by Lender for Restoration, any surplus which may remain out of such proceeds after payment of the cost of restoration shall, at the option of Lender, be applied to the Secured Indebtedness, without prepayment premium, or be paid to any party entitled thereto and under the conditions that Lender may require. NOTWITHSTANDING THE FOREGOING, HOWEVER, SO LONG AS THERE IS NO DEFAULT AND SO LONG AS BORROWER IS PURSUING RESTORATION DILIGENTLY, BORROWER SHALL BE ENTITLED TO RECEIVE ANY INSURANCE PROCEEDS PAID OUT UNDER A POLICY COVERING BUSINESS INTERRUPTION. Insurance proceeds released for Restoration shall at Lender's option be disbursed by the Trustee in accordance with from time to time as such Restoration progresses or at one time upon completion of such Restoration subject to the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior Borrower is not then in Default under and no Default Condition then exists with respect to commencement any of the Restoration terms, covenants and conditions under the architectsNote, general contractor(s)the Mortgage, or any of the Collateral Loan Documents, and plans and specifications for the Restoration shall be approved by Landlord, which approval shall Borrower is 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 then in default under any Leases 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.Premises; and (b) At if Lender has elected to disburse such proceeds at one time upon completion of Restoration, Lender shall first be given satisfactory proof that all portions of the time of any disbursement, no Event of Default shall exist and no mechanics’ Premises affected by the loss or materialmen’s Liens shall damage 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 fully restored 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 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. (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Lender, free and clear of all Liens.liens, except for any liens to be satisfied from such proceeds and except for the lien of the Mortgage; and (hc) In additionif Lender has elected to disburse such proceeds from time to time as Restoration progresses, prior Lender shall first be given satisfactory proof that by the expenditure of such proceeds, the Premises will be fully restored, free and clear of all liens, except as to commencement the lien of Restoration and at any time during the Mortgage, or, if such proceeds are insufficient to restore or rebuild the Premises, Borrower shall either (i) deposit promptly with Lender funds which, together with such proceeds, shall be sufficient in Lender's sole determination to complete Restoration, if or (ii) provide other assurance satisfactory to Lender that Restoration will be completed; and (d) in the estimated cost event Borrower shall fail either to pursue Restoration diligently to completion or to complete Restoration within a reasonable time, Lender, at its option, may complete Restoration for or on behalf of RestorationBorrower and for such purpose may do all necessary acts. In the event any of the said conditions are not or cannot be satisfied, then Lender may apply such proceeds to payment of the Secured Indebtedness, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds provided in Section 5.5. Under no circumstances shall Lender become personally liable for the amount fulfillment of the Net Proceeds or the Net Awardterms, as applicable, covenants 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 conditions contained in any of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration Leases with respect to the matters referred to in this paragraph nor obligated to take any action to restore the Premises. Lender shall not be obligated to see to the proper application of any funds released hereunder, nor shall any amount so released or used be deemed a casualty payment on the Secured Indebtedness. If any of the said conditions is not satisfied, and if Lender is unwilling to waive that condition and thereby to make such proceeds so available, Borrower shall be paid have the right to Tenant; any portion prepay, without prepayment premium, the balance of a Net Award remaining the Secured Indebtedness that remains unpaid after completion application of Restoration with respect to a Taking shall be paid to Landlordthe proceeds or awards thereto.

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 shall not be unreasonably withheld to substantially the condition of the. Premises prior to the damage, subject to the provisions of any Mortgage or delayed, Superior Lease and which approval shall be granted only to the extent that such repairs can reasonably be made from the plans net proceeds of any insurance actually received by Landlord, but Landlord shall have no obligation to repair or restore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), any Alterations or improvements to the Premises, to the extent 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 payment or performance of its obligations under this Section, 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 the time of As a condition precedent to Landlord’s obligations to repair or restore any disbursementAbove Building Standard Installations, 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 (i) pay to provide affirmative title insurance coverage. Landlord upon demand a sum (c“Tenant’s Restoration Payment”) Disbursements shall be made from time equal to time the amount, if any, by which (A) the cost, as reasonably estimated by a reputable independent contractor designated by Landlord, of repairing and restoring all Alterations and Tenant Improvements in an amount not exceeding the hard and soft Premises to their condition prior to the damage, exceeds (B) the cost of restoring the work Premises with Building Standard Installations, or (ii) furnish to Landlord security (the “Restoration Security”) in form and amount reasonably acceptable to Landlord to secure Tenant’s obligation to pay all costs incurred since in excess of restoring the last disbursement upon receipt of Premises with Building Standard Installations. If Tenant fails to deliver to Landlord either (1) satisfactory evidenceTenant’s Restoration Payment or the Restoration Security, including architects’ certificates of the stage of completionas applicable, 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, or (2) partial releases a waiver by Tenant, in form reasonably satisfactory to Landlord, of Liens all of Landlord’s obligations to repair or conditional Lien waiversrestore any of the Above Building Standard Installations, and in either case within thirty (330) other reasonable evidence of cost and payment so that days after Landlord’s demand therefor, 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 no obligation to restore any Above Building Standard Installations and remain undischarged or unbondedTenant’s abatement of Fixed Rent, 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all ’s Tax Payment and Tenant’s Operating Payment shall cease when the restoration of the requirements set forth in this Paragraph 15 in connection with such release. Premises (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 any Above Building Standard Installations) is 50% complete)Substantially 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 Mortgagee elects or is required hereunder to release 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 reasonably approved by LandlordMortgagee; provided, which that if Mortgagee fails to approve or deny approval shall not be unreasonably withheld or delayedwithin 10 days of its receipt of such submission, and which approval Mortgagee shall be granted deemed to the extent have consented to such proposal; (ii) prior to making any advance of restoration funds, Mortgagee shall be reasonably 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 real estate taxes on the Premises, during restoration, or that Mortgagor will otherwise be able to pay the occurrence same out 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.other funds; (biii) At at the time of any disbursementdisbursement of the restoration funds, (A) no Event of Default shall then exist and be continuing and (B) no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged undischarged, except those either discharged by the disbursement of the requested restoration funds or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.being contested in accordance with Section 6 above; (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 by Mortgagee of (1) satisfactory evidence, including architects’ certificates a certificate from Mortgagor's architect 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 substantially 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 reasonably 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; (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 (iv) the cost incurred in connection therewith, (ii) that no Event of Default exists restoration funds shall bear interest and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has may 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 commingled 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.Mortgagee's other funds; (evi) 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 restoration funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 Mortgagor or, at Mortgagor's option, be applied by Mortgagee to a Taking shall be paid the Indebtedness in the order specified in the [Credit Agreement/Shared Collateral Agreement] or to Landlordother expenses related to the Mortgaged Property, as herein permitted.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If With respect to each Individual Leased Premises, if the cost of Restoration will exceed the Threshold AmountTwo Hundred Thousand and 00/100 Dollars ($200,000.00), 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 coverageunbonded. (c) Disbursements shall be made from time to time directly to Tenant or Tenant’s contractor 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 contracts, plans and specifications, (2) partial releases of Liens or conditional Lien waiversLiens, 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 requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists therewith 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; 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 kept in a separate interest-bearing federally insured account by the Trustee and shall be invested as directed or by Landlord. All interest shall become a part of the Restoration FundLender. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, Trustee plus any funds contributed thereto by ▇▇▇▇▇▇Tenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Restoration, 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 Landlord or architect mutually selected by Landlord and TenantLender, 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 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 . For purposes of a Net Award remaining after completion determining the source of Restoration funds with respect to a Taking the disposition of funds remaining after the completion of Restoration, the Net Proceeds or the Restoration Award shall be paid deemed to Landlord.be disbursed prior to any amount added by Tenant

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 this Lease is not terminated pursuant to commencement of the Restoration the architects, general contractor(s----------- Paragraph 16.d(2), and plans and specifications if the award or awards are sufficient for the Restoration shall be approved purpose, Landlord will make any restoration of the remainder of the Premises necessitated by reason of the taking of less than all of the Premises as promptly as reasonably practicable to as close to the same value, condition and character (as circumstances permit) as existed immediately prior to such taking, and so as to constitute a complete and tenantable Building and Improvements, and if by reason of such work Tenant cannot, in the reasonable opinion of Landlord, which approval conduct business in the Premises, the rent 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 ▇▇▇▇▇▇▇▇ agrees during the period that Tenant is unable to promptly give if ▇▇▇▇▇▇ has satisfied all conduct business in the Premises. If the award or awards are not sufficient for the purpose of restoration as provided above, then Landlord and Tenant shall agree upon an increase in rent to be paid by Tenant hereunder. Said increase will be calculated so as to provide Landlord with a fair rate of return on monies required to be paid by Landlord for restoration of the requirements set forth Premises 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% excess of the expected repair cost, other than general conditions, until award or awards. Upon agreement between the Restoration is 50% complete). (f) The Restoration Fund shall be held by parties as to the Trustee and shall be invested as directed by Landlord. All interest shall become a part amount of the Restoration Fund. (g) At all times rent increase, Landlord will, at its expense, make the undisbursed balance restoration of the Restoration Fund held by Premises as described above. Notwithstanding the Trusteeforegoing, plus any funds contributed thereto by ▇▇▇▇▇▇Tenant may, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇deposit with Landlord, provided that Tenant shall provide or make available to Landlord on terms acceptable to Landlord the basis amount required in excess of any award or awards 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 restoration of the Net Proceeds or the Net Award, as applicablePremises, and Tenant Insurance Payment available for in such Restoration, either, at Tenant’s option and determination, event there shall be no increase in the amount of such excess shall rent required to be paid by Tenant hereunder. Nothing contained herein shall be deemed to the Trustee modify or abridge Tenant's right to be added to the Restoration Fund or Tenant shall fund at its own expense the costs an abatement 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 rent with respect to a casualty that portion of the Premises which are taken in condemnation proceedings, as provided in Paragraph 16.d(2), and any rental increase hereunder shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration only with respect to a Taking shall be paid to Landlordthat portion of the Premises not so taken.

Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration Fund shall be disbursed by the Trustee has been completed in accordance with the following conditions: (aprovisions of this Section 6.4(b) If and that all approvals necessary for the cost re-occupancy and use of Restoration will exceed the Threshold AmountProperty have been obtained from all appropriate governmental and quasi-governmental authorities, prior and Lender receives evidence satisfactory to commencement Lender that the costs of the Restoration have been paid in full or will be paid in full out of the architectsCasualty Retainage; provided, general contractor(s)however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and plans Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and specifications evidence of payment of any premium payable for such endorsement. If required by Lender, the Restoration release of any such portion of the Casualty Retainage shall be approved by Landlordthe surety company, if any, which approval shall not be unreasonably withheld has issued a payment 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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) If any Net Award is in excess of $500,000, Landlord (or Lender if required by any Mortgage) shall hold the cost of entire Net Award in a fund (the "Restoration will exceed the Threshold AmountFund") and, 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 so long as a result of current zoning and building code requirements. (b) 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 against any of the Leased Premises and remain undischarged undischarged, Landlord or unbonded or for which Tenant Lender, as applicable, 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 disburse 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 in accordance with customary construction disbursement practices and until it has received a written authorization from conditions of Landlord approving such releaseand Lender, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all including review and approval of the requirements set forth in this Paragraph 15 in connection with such releaseconstruction documents, evidence of payments and retention of holdback amounts. (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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 18(b), such 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 Restoration Fund shall All permanently-affixed Alterations, improvements, fixtures, equipment and/or appurtenances which may be disbursed by installed or placed in or about 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 Premises from time to time in an amount not exceeding shall be at the hard and soft sole cost of Tenant and shall become the work and costs incurred since property of Landlord upon the last disbursement upon receipt expiration or earlier termination of (1) satisfactory evidencethis Lease; provided, including architects’ certificates however, Landlord may, by written notice to Tenant prior to the expiration or earlier termination of the stage of completionLease Term, require Tenant, at Tenant’s expense, to remove any permanently-fixed Alterations or improvements and to repair any damage to the Premises and Building caused by such removal and return any affected portion of the estimated cost Premises to the condition existing prior to the installation of completion and of performance of such Alterations or improvements or, at Landlord’s election, to a building standard tenant improved condition as reasonably determined by Landlord. Notwithstanding the work foregoing, if, in connection with Tenant’s notice to date in a good and workmanlike manner in accordance Landlord with the contracts and the plans and specificationsrespect to any such Alterations or improvements, (2x) partial releases Tenant requests Landlord’s decision with regard to the removal of Liens such Alterations or conditional Lien waiversimprovements, and (3y) other reasonable evidence of cost Landlord thereafter agrees in writing to waive the removal requirement with regard to such Alterations or improvements, then Tenant shall not be required to so remove such Alterations or improvements; provided, further, however, that if Tenant requests such a determination from Landlord, and payment so that Landlord can verify that fails to address the amounts disbursed from time removal requirement with regard to time are represented by work that is completed in place such Alterations or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement improvements concurrently with Landlord’s approval thereof, then Landlord shall be sent by deemed to have agreed to waive the removal requirement with regard to such Alterations or improvements. If Tenant fails to Landlord and to complete the Trustee, accompanied by a certificate removal of Tenant describing the work, materials any Alterations 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements improvements as set forth in this Paragraph 15 Section 5.5, then Rent shall continue to accrue under this Lease in connection accordance with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% Article 16, below, after the end of the expected repair Lease Term until such work shall be completed, and Landlord shall have the right, but not the obligation, to perform such work and to charge the cost thereof to Tenant. Tenant shall protect, defend, indemnify and hold Landlord harmless from any liability, cost, other than general conditionsobligation, until expense or claim of lien, including but not limited to, court costs and reasonable attorneys’ fees, in any manner relating to the Restoration is 50% complete). (f) The Restoration Fund shall be held by installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Trustee and shall be invested as directed by Landlord. All interest shall become a part Premises, which obligations 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord survive the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear expiration or earlier termination of all Liensthis Lease. (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 (a) If any Net Award is in excess of $500,000, Landlord (or Lender if required by any Mortgage) shall hold the entire 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, (B) Landlord and Lender shall be provided with mechanics’ lien insurance (if available) (C) if required by lender or if the estimated cost of the restoration exceeds the anticipated Net Award by more than $1,000,000 an acceptable performance and payment bond, letter of credit or such other security satisfactory to Landlord which approval insures satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Landlord, and, if applicable, shall not be unreasonably withheld name Landlord and Lender as additional dual obligees or delayedbeneficiaries, and which approval shall be granted (D) to the extent that the plans permitted under 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 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.materialmen’s liens shall have been obtained and/or filed; (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 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’ 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 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 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 ; (v) Landlord may retain ten percent (10%) of the restoration fund until the restoration is fully completed; (vi) 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 (vii) such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 Landlord’s Consultant using industry guidelines and Tenantstandards, 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 (the “Remaining Sum”) shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a casualty Lender. If the Remaining Sum is (i) retained by Landlord, each installment of Basic Rent payable on or after the Retention Date shall be reduced by a fraction, the denominator of which shall be the total amount of all Basic Rent due from such date to and including the last Basic Rent Payment Date for the then existing Term and the numerator of which shall be the Remaining Sum, or (ii) paid to Tenant; Lender, then each installment of Basic Rent thereafter payable shall be reduced in the same amount as payments are reduced under any Note if the Loan corresponding to such Note is reamortized to reflect such payment, in each case until such Remaining Sum has been applied in full or until the Term has expired, whichever occurs first. Upon the expiration of the Term, any portion of a Net Award remaining after completion of Restoration with respect to a Taking the Remaining Sum which has not been so applied shall be paid to retained by Landlord.

Restoration. (a) Borrower shall restore and repair the Improvements and Equipment or any part thereof damaged or destroyed by any Casualty or affected by any Taking. (b) Notwithstanding anything to the contrary contained herein, if the Restoration Proceeds, less the amount of Lender's actual out-of-pocket costs and expenses (including attorneys' fees and costs) incurred in collecting the same (the "Net Restoration Proceeds"), are $750,000 or less (the "Restoration Proceeds Threshold"), provided no Event of Default then exists, Lender shall distribute such Net Restoration Proceeds to Borrower for Restoration promptly following Lender's receipt thereof. (c) Notwithstanding anything to the contrary contained herein, if the Net Restoration Proceeds exceed the Restoration Proceeds Threshold, Lender agrees that Lender shall make the Net Restoration Proceeds (other than business interruption insurance proceeds, which shall be held and disbursed as provided in Section 7.7) available to Borrower for Borrower's restoration and repair of the Improvements, Equipment and Inventory affected by the Casualty or Taking (a "Restoration"), as applicable, on the following terms and subject to Borrower's satisfaction of the following conditions and the conditions set forth in Section 7.9 provided, that Lender shall have the right to waive any of the following conditions in its sole discretion: (i) The Restoration Fund Proceeds are deposited with Lender; LOAN AGREEMENT 46 Loan No. 374-1407 (ii) The insurer does not deny liability to any named insured; (iii) At the time of such Casualty or Taking, as applicable, and at all times thereafter there shall exist no Event of Default; (iv) Lender shall have received written notice of damage or Casualty from Borrower within ten (10) days from the date of such damage or Casualty, which notice shall state the date of such damage or Casualty, and shall contain a request to Lender to make the Restoration Proceeds available to Borrower; (v) Lender shall have received a report or proof of claim from the insurer describing the damage or Casualty and the insurer's payment therefor; (vi) The Improvements, Equipment and Inventory affected by the Casualty or Taking, as applicable, shall be disbursed by the Trustee capable of being restored (including replacements) in accordance with all applicable Legal Requirements, to substantially the following conditions:same condition, utility, quality and character, as existed immediately prior to 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; (avii) If Borrower shall demonstrate to Lender's satisfaction that such repair or restoration is feasible and that Borrower has the cost of Restoration will exceed ability to pay the Threshold AmountIndebtedness, prior all payments for Impositions and insurance required pursuant to commencement Section 3.2 and all Operating Expenses, to the extent any portion of the Restoration the architects, general contractor(sforegoing shall become due during such repair or restoration period (after taking into account proceeds from business interruption insurance carried by Borrower), as estimated by Lender; (A) in the event of a Casualty, the Casualty resulted in an actual or constructive loss of less than thirty percent (30%) of the rentable area of the Property; (B) in the event of a Taking, the Taking resulted in an actual or constructive loss of less than twenty-five percent (25%) of the Land pertaining to the Property is taken, such land is located along the perimeter or periphery of the Property, no portion of the Improvements is the subject of such Taking and sufficient parking shall remain to comply with all Leases and applicable Legal Requirements; (C) all Leases will remain in full force and effect during and after the Restoration; and (D) Leases covering at least seventy-five percent (75%) of the rentable square footage of the Property will remain in full force and effect during and after such Restoration and there shall be sufficient business interruption proceeds (or other funds from Borrower deposited into a reserve with Lender in an amount determined by Lender) with regard to continue to make debt service payments under the Loan and continue to pay all Operating Expenses; LOAN AGREEMENT 47 Loan No. 374-1407 (ix) Borrower shall have provided to Lender all of the following, and collaterally assigned the same to Lender pursuant to assignment documents acceptable to Lender acceptable to Lender if such documents are warranted (as determined by Lender in its reasonable discretion) based on the actual damage to the Property: (A) an architect's contract with an architect reasonably acceptable to Lender and complete final plans and specifications for the Restoration of the Improvements, Equipment and Inventory lost or damaged to the same condition, utility and value of the Property that existed prior to the Casualty or Taking; (B) an estimate of the cost of repair and restoration; (C) a certificate of the architect as to such costs; (D) 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; (E) a bond of completion or other evidence satisfactory to Lender of Borrower's ability to pay such excess costs, or such additional funds (if any) as are necessary from time to time, in Lender's 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 (F) copies of all permits and licenses necessary to complete the extent that Restoration in accordance with the plans and specifications depict a and all Legal Requirements; (x) Borrower shall commence such work within one hundred twenty (120) days after such Casualty or Taking (which commencement shall be evidenced by applying for all necessary construction permits), as applicable, and shall diligently pursue such work to completion; (xi) Lender shall be satisfied that the Restoration which is substantially similar will be completed on or before the earliest to occur of (A) the Improvements and Equipment which existed date six (6) months prior to the occurrence 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; and (C) the expiration of the casualty or Taking, whichever is applicablebusiness interruption insurance coverage referred to in Section 7.1(c); and LOAN AGREEMENT 48 Loan No. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.374-1407 (bxii) 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 Property 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 use thereof after the amounts disbursed from time to time are represented by work that is completed Restoration will be in place or delivered to the site and free and clear of mechanics’ Lien claimscompliance with all applicable Legal Requirements. (d) Each request for disbursement shall be sent by Tenant to Landlord and Notwithstanding anything to the Trusteecontrary contained herein, accompanied by a certificate if the conditions to restoration set forth in Section 7.8(c) and Section 7.9 are not satisfied, then Lender shall have the option, in its sole and absolute discretion, and without regard to the adequacy of Tenant describing its security under the workLoan Documents, materials of applying all or other costs or expenses, for which payment is requested and stating part of the Restoration Proceeds to (i) the cost incurred Obligations, whether or not then due, in connection therewith, such order as Lender shall determine; (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and Restoration; (iii) that Tenant has not previously received payment reimburse Lender 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 its costs 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 expenses in connection with such releasethe recovery of the Restoration Proceeds; or (iv) any combination of the foregoing. (e) The Trustee shall retain Notwithstanding anything to the contrary contained herein, in the event of a commercially reasonable retainage amount Casualty or Taking, provided that (but in a) no event less than 5% Event of the expected repair costDefault has occurred, other than general conditionsan Event of Default as to which Lender, until in its sole discretion, has accepted a cure and (b) Lender, in accordance with the Section 7.7(c), upon notice to Borrower ("Lender's Application Election Notice"), does not permit the Restoration is 50% complete). (f) The Proceeds to be used for the Restoration Fund and elects to apply such Restoration Proceeds to the Indebtedness, then no Prepayment Fee shall be held due with respect to any application by the Trustee and shall be invested as directed by Landlord. All interest shall become a part Lender 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 LandlordIndebtedness.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of total Proceeds for any Destruction Event are $500,000.00 or less and Lender elects or is obligated by Law or under this Article to make the Proceeds available for Restoration, Lender will disburse to Grantor the entire amount received by Lender and Grantor will commence Restoration will exceed promptly after the Threshold Amount, prior to commencement of Destruction Event and complete Restoration not later than 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 requirementsCompletion Date. (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 Grantor’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) Grantor commences Restoration promptly after the cost incurred in connection therewith, Destruction Event and completes Restoration on or before the Restoration Completion Date; (ii) that no Event of Default exists if Lender requests, Grantor 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 Grantor 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) Grantor 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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, Grantor deposits with Lender, as part of the Restoration Funds, an amount equal to the deficiency (or a guaranty or other collateral reasonably satisfactory to Lender in its sole but reasonable discretion) within 30 days of receiving notice of the deficiency from Lender; and (v) there is no default under the Financing Documents at the time Grantor 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 Grantor’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 ▇▇▇▇▇▇, 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 Grantor 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 Grantor’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 ▇▇▇▇▇▇Lender in its sole discretion. (f) Lender may commingle the Restoration Funds with its general assets but shall assure that any Restoration Funds so commingled shall nonetheless be made available by Lender for application under this Section 7.5; and Lender 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 depository satisfactory to Lender under a disbursement and security agreement satisfactory to Lender, provided that Tenant which Agreement shall provide for a segregation of funds and obligation to Landlord pay interest. (g) Grantor will pay all of Lender’s expenses incurred in connection with a Destruction Event or Restoration. If Grantor fails to do so, then in addition to 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 LandlordGrantor.

Restoration. The (a) If any Net Award is in excess of the Threshold Amount, Landlord (or Lender if required by any Mortgage) shall hold the entire 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, and (B) Landlord and Lender shall be provided with acceptable performance and payment bonds which approval shall not be unreasonably withheld or delayedinsure 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 to the extent that the plans name Landlord 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 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 's liens shall have been filed against any of the Leased Premises and remain undischarged or, if such mechanics' or unbonded materialmen's liens have been filed, appropriate waivers of mechanics' and materialmen's liens (or for which Tenant statutory bonds releasing such mechanics' or materialmens' liens) shall fail to provide affirmative title insurance coverage.have been obtained or filed; (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 accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (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 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) Landlord may retain ten percent (10%) of the restoration fund until the Work is fully completed; (vi) 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 (vii) such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 Work 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 Taking shall be paid to LandlordLender.

Restoration. The Restoration Fund Provided no Event of Default has occurred and is continuing, the Net Proceeds paid to the Trustee shall be disbursed by the Trustee in accordance with the following conditions: conditions (a) If the cost provisions 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 this Section 6.04 are not be unreasonably withheld or delayed, and which approval shall be granted applicable to the extent that the plans and specifications depict a Restoration which is substantially similar Net Proceeds are paid directly 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.Tenant in accordance with Section 6.03(b)): (ba) 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 remain undischarged or unbonded unbonded. (b) If the cost of Restoration exceeds $300,000, prior to commencement of the Restoration, the architects, contracts, contractors, plans and specifications for the Restoration shall have been approved by Landlord, which approval shall not be unreasonably withheld, delayed, or for which Tenant shall fail to provide affirmative title insurance coverageconditioned. (c) Each request for disbursement shall be accompanied by a certificate of Tenant, signed by an authorized representative of Tenant, describing the completed work for which payment is requested, stating the cost incurred in connection therewith and stating that Tenant has not previously received payment for such work. (d) 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 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 in accordance with the contracts and the contracts, plans and specificationsspecifications approved by Landlord, (2) partial releases waivers of Liens liens, (3) a satisfactory bring down of, or conditional Lien waiversendorsement to, Landlord’s owner policy of title insurance, and (34) 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall may retain a commercially reasonable retainage amount five percent (but in no event less than 5% %) from each disbursement of the expected repair cost, other Net Proceeds until not later than general conditions, until thirty (30) days after the Restoration is 50% complete)fully completed and all unconditional lien waivers have been delivered to Landlord and the Trustee shall disburse the retainage upon receipt of such lien waivers. (f) The Restoration Fund Net Proceeds shall be held by kept in a separate interest-bearing account federally insured to 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 extent applicable by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord Tenant and TenantLandlord, 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 determinationProceeds, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund Net Proceeds prior to any further disbursement or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund Net Proceeds is sufficient for the completion of the Restoration. Any sum in the Restoration Fund Net Proceeds which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion Tenant if arising from a Casualty or Condemnation. For purposes of a Net Award remaining after completion determining the source of Restoration funds with respect to a Taking the disposition of funds remaining after the completion of Restoration, the Net Proceeds shall be paid deemed to Landlordbe disbursed prior to any amount added by Tenant. (g) The disbursement of the Net Proceeds shall be subject to any additional, reasonable requirements imposed by Lender consistent with customary construction loan disbursement procedures.

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 ▇▇▇▇▇▇▇▇ Landlord agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇Tenant, 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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. The (a) If any Net Award is in excess of $500,000, Landlord (or Lender if required by any Mortgage) shall hold the entire 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 have been approved by Landlord in its reasonable discretion and (B) Landlord and Lender shall be approved by provided with mechanics' lien insurance (if available) and reasonably 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, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans name Landlord 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 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 's 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 completed since the last disbursement disbursement, upon receipt of 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' 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 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 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 ; (v) Landlord may retain ten percent (10%) of the restoration fund until the restoration is fully completed; (vi) 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 (vii) such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 Restorationrestoration, eitherupon demand by Landlord, at Tenant’s option and determination, Tenant shall pay to Landlord the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or shall provide other evidence satisfactory to Landlord that funds will be available from Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restorationto complete restoration. 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 19(b), such 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 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 shall not be unreasonably withheld or delayed, and which approval shall be granted to substantially the extent that condition of the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed Premises prior to the occurrence damage, but Landlord shall have no obligation to repair or restore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), any Above Building Standard Installations. So long as Tenant is not in default beyond applicable grace or notice provisions in the payment or performance of its obligations under this Section 11.3, and 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 casualty Premises is Substantially Completed or Takingwould have been Substantially Completed but for Tenant Delay, whichever Fixed Rent shall be reduced in the proportion by which the area of the part of the Premises which is applicable. Landlord will not withhold its consent for variations usable (or accessible ) and is not used by Tenant bears to the Improvements required as a result total area of current zoning and building code requirementsthe Premises. (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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 30 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 shall be disbursed by the Trustee Lender 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 LandlordLandlord and Lender, 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 's 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 coverage. (c) insure over such lien). 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 and Lender 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 TrusteeLender, 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 '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; 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 Lender shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ Landlord agrees to promptly give if ▇▇▇▇▇▇ Tenant has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) . The Trustee Lender 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 (f5%) until the Restoration is substantially complete. The Restoration Fund shall be held by the Trustee Lender 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 TrusteeLender, plus any funds contributed thereto by ▇▇▇▇▇▇Tenant, 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 ▇▇▇▇▇▇Tenant, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s '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 Liens. (h) the Restoration in order to bring the Restoration Fund In Balance. 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 Lender 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 In the event that the damage or destruction does not constitute a Total Loss, the Mortgagor shall be disbursed by obligated, at its expense (whether or not the Trustee Proceeds are sufficient for such purpose), to effect the Restoration of the Premises in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement provisions of the Restoration REA and the architects, general contractor(s)Leases subject to Excusable Delays, and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld use all or delayed, and which approval shall be granted a portion of such Proceeds to the extent that required, and the plans and specifications depict a Restoration which is substantially similar Mortgagee shall make such Proceeds paid to Mortgagee as provided in Section 14.2 available to the Improvements and Equipment which existed prior Mortgagor (all such Proceeds to be held by the Mortgagor in trust, to be applied first to the occurrence payment 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 all costs incurred since to effect 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 for Restoration in accordance with the contracts provisions of this Mortgage. In the event of a Total Loss, if the Mortgagor elects to restore the Property the Mortgagor shall cause the Architect to prepare both a cost estimate and schedule for Restoration of the Premises and to provide such estimate and schedule to the Mortgagee and the plans and specifications, (2) partial releases Mortgagor. In the event that such schedule indicates that all of Liens or conditional Lien waivers, and (3) other reasonable evidence the Restoration except for work with a value not in excess of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is Threshold Amount cannot be completed in place or delivered prior to the site and free and clear earlier 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 date upon which the insurance described in connection therewith, clause (d) of Exhibit D hereto (plus any extension thereof obtained in addition to that so required) would be exhausted 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 of the work shall, in addition, state that the work that a date which 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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, 90 days prior to commencement of Restoration and at any time during Restorationthe Maturity Date or, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord Extension Notice has been given and Tenant, exceeds the amount Mortgagor qualifies for an extension of the Net Maturity Date thereunder, the Extended Maturity Date, then the Mortgagee shall apply the Proceeds or to the Net Awardprepayment in full of the Mortgage Note and all other sums secured hereby. If, as applicableafter a Total Loss, the Mortgagor is not required based upon the Architect's cost estimate and Tenant Insurance Payment available schedule for such RestorationRestoration to apply the Proceeds to prepay the Mortgage Note pursuant to the preceding sentence, eitherthe Mortgagee shall apply the Proceeds, at Tenant’s the option of the Mortgagor (to be exercised by the Mortgagor giving notice thereof to the Mortgagee, but to be exercised only in accordance with the Mortgagor's obligations regarding restoration under the REA and determinationthe Leases) to either (i) the Restoration of the Premises in accordance with the provisions of the REA or (ii) the prepayment in full of the Mortgage Note and all other sums secured hereby. In the event the Mortgagor is required or elects to apply the Proceeds to prepay the Mortgage Note in full, any Proceeds remaining after such prepayment shall be paid to the Mortgagor or as it may direct in writing. In the event that the Proceeds are insufficient to prepay the Mortgage Note in full after the Mortgagor elects to so apply the Proceeds, the Mortgagor shall continue to be obligated, subject to the provisions of Article 36 hereof, to pay immediately the amount of such excess shall be paid by Tenant insufficiency to the Trustee Mortgagee until such amount is satisfied. In the event the Mortgagor is obligated or elects to be added to effect Restoration of the Premises, the Mortgagor shall promptly commence and complete 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 Premises in accordance with the Restoration Fund which remains in provisions of the Restoration Fund upon REA, the completion Leases, and this Mortgage (including without limitation the provisions 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.Section 13(c) hereof), subject to

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If during the cost Term any Hotel is damaged or destroyed by fire, casualty or other cause but is not rendered Unsuitable for Its Permitted Use, Owner shall make the net proceeds of Restoration will exceed insurance received in connection with such casualty (excluding the Threshold Amount, prior proceeds of business interruption or similar insurance which are a portion of Gross Revenues) and any other amounts Owner elects to commencement contribute toward restoration available to Manager for restoration of such Hotel subject to customary terms applicable to advances and construction loans (to the Restoration the architects, general contractor(sextent applicable), and Manager shall make, or shall cause there to be made, all Repairs necessary to restore such Hotel to substantially the same condition as existed prior to such casualty. Any such advances shall be made not more than monthly within ten (10) Business Days after Manager submits to Owner a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Owner). Owner may, at its option, condition advancement of said insurance proceeds and other amounts on (i) the absence of any Manager Default, (ii) its approval of plans and specifications for the Restoration shall be approved by Landlord, of an architect reasonably satisfactory to Owner (which approval shall not be unreasonably withheld or delayed), (iii) general contractors’ estimates, (iv) architect’s certificates, (v) unconditional lien waivers of general contractors, if available, (vi) evidence of approval by all governmental authorities and which other regulatory bodies whose approval shall be granted is required and (vii) such other certificates as Owner may, from time 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 Takingtime, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirementsreasonably require. (b) At Any casualty which does not result in a termination of this Agreement with respect to the time applicable Hotel shall not excuse the payment 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 sums due to provide affirmative title insurance coverageOwner hereunder with respect to such Hotel. (c) Disbursements shall be made from time to time in an amount not exceeding If the hard and soft cost net proceeds 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 insurance 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee a casualty or an Award received in connection with a Condemnation are insufficient to complete the required Repairs, Owner shall retain a commercially reasonable retainage amount have the right (but in no event less than 5% of not the expected repair cost, other than general conditions, until the Restoration is 50% complete). obligation) to contribute (for cause Landlord to contribute) 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 such insufficiency. If Owner elects not to contribute such insufficiency by notice given to Manager within ten (10) Business Days after a notice given by Manager to Owner reasonably detailing the Net Proceeds existence of such insufficiency, the Hotel subject to such casualty or Condemnation shall be deemed Unsuitable for its Permitted Use and the Net Awardterms of Sections 14.1 or 15.1, 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 Landlordapply.

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 (each of which shall contain customary retainage provisions), and contractors, plans and specifications and a budget for the Restoration restoration shall be have been approved by Landlord and may provide for development and/or construction management fees to be paid to Tenant or its affiliates and (B) Landlord and Lender shall, upon reasonable request and based upon a review of the contractor’s and prime subcontractor’s credit and references, be provided 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, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans name Landlord 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 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 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 accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (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 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 the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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. Borrower shall cause Mortgage Borrower to comply with the terms and conditions of the Mortgage Loan Documents relating to Restoration. In addition, (a) all Net Proceeds shall be disbursed by the Trustee made available in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement Section 7.4 of the Restoration the architects, general contractor(s), Mortgage Loan Agreement 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 Borrower shall not permit Mortgage Borrower to take any action under Section 7.4 of the time 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 of any disbursementthe Mortgage Loan Agreement, 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 then Lender shall be made from time reasonable hereunder with respect 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 such consent rights). Notwithstanding anything to the site contrary contained in this Agreement, if at any time and free and clear of mechanics’ Lien claims. for any reason the Mortgage Loan Restoration Provisions cease to exist or are waived or modified in any material respect (din each case, including, without limitation, due to any waiver, amendment or refinance) Each request for disbursement (such provisions, the “Waived Restoration Provisions”), Borrower 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 promptly (i) notify Lender of the cost incurred same and such Waived Restoration Provisions shall automatically be deemed to be incorporated by reference herein (as if set forth in connection therewiththis Agreement), (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; execute any amendments to this Agreement and/or the certificate to Loan Documents implementing the Waived Restoration Provisions as may be delivered reasonably required 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 ▇▇▇L▇▇▇▇▇ agrees (provided such amendments are substantially similar to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements provisions set forth in this Paragraph 15 in connection with such release. (ethe Mortgage Loan Agreement relating to the same) 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 cause Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender (and 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 Waived Restoration Provisions 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 extent not required 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 LandlordMortgage Lender.

Restoration. The Restoration Fund If Mortgagee elects (or, in accordance with Section 5(e) above, is obligated) to release funds to Mortgagor for restoration of any of the Real Estate, 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 in its reasonable discretion; (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 and specifications depict a Restoration which is substantially similar remaining restoration funds are sufficient to complete 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.restoration; (biii) At at the time of any disbursementdisbursement of the restoration funds, (A) no Event of Default shall then exist and no mechanics’ (B) if the amount of such disbursement is $1,000,000 or materialmen’s Liens shall have been filed and remain undischarged more, 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 (which costs shall include the cost of materials installed or delivered to the site and architectural, engineering and other similar professional fees incurred in connection with the restoration), upon receipt of (1) a satisfactory evidence, including architects’ certificates of architect's certificate certifying as to 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, specifications acceptable to Mortgagee; (2v) partial releases of Liens or conditional Lien waivers, the restoration funds shall bear no interest and may be commingled with Mortgagee's other funds; (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 except 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 extent otherwise provided in the TrusteeCredit Agreement, 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 any restoration funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which remaining after ▇▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of been reimbursed for 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 restoration costs it incurred which are reimbursable hereunder 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 retained by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate▇ and may be applied by Mortgagee, in reasonable detailits sole discretion, 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 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 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than agreed value of the cost Property as of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 A. Notwithstanding anything to the contrary contained in the preceding section, if any building that is one of the Improvements is damaged by the Trustee in accordance with the following conditions: (a) If fire or other casualty, and if the cost of Restoration will exceed repairing or restoring the Threshold Amount, prior to commencement of same exceeds the Restoration the architects, general contractor(s)insurance payable for such damage, and if the damage occurs during the term so that the remaining term of this GPLET Lease is of insufficient length to allow GPLET Lessee to finance the cost in a commercially reasonable manner, the GPLET Lessee shall have the option, to be exercised within thirty (30) days after such event, to repair or restore the Improvements as herein above provided or to terminate this GPLET Lease by written notice to the City. B. If the Improvements, or any part of any Improvements, are damaged or destroyed by fire or other casualty during the term of this GPLET Lease, GPLET Lessee may, at its option and at its own cost and expense, repair or restore the same according to the original plans and specifications for the Restoration thereof or according to such modified plans as shall be previously approved in writing by Landlordthe City, which approval shall not be unreasonably withheld withheld. The repair or delayedrestoration work shall be commenced within ninety (90) days after the issuance of all applicable permits for such restoration work and shall be completed with due diligence but not longer than eighteen (18) months after the damage or loss occurred, and which approval the 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 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 done in accordance with the contracts and requirements of this GPLET Lease pertaining to construction of the plans and specifications, (2) partial releases of Liens Improvements upon Site 6. The date for initiating and/or completing any repair or conditional Lien waivers, and (3) other restoration shall be extended as necessary for delays beyond GPLET Lessee's 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 control. All insurance proceeds collected for such damage or delivered destruction shall be applied to the site and free and clear cost of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant such repairs or restoration, or if GPLET Lessee elects not to Landlord and repair or restore, to the Trusteecost of removing, accompanied by a certificate of Tenant describing demolishing, or clearing off the work, materials or other costs or expenses, for which payment is requested and stating Improvements to the extent necessary to complete these tasks. If (i) the cost incurred in connection therewiththere are no insurance proceeds, or (ii) that no Event the available insurance proceeds are insufficient for purposes of Default exists and no mechanics’ repair, restoration 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 removal of the work shallImprovements, in additionthen GPLET Lessee shall make up the deficiency out of GPLET Lessee’s own funds. If GPLET Lessee fails, state that refuses or makes no reasonable effort to make the work that is the subject repair or restoration of the request for disbursement has been substantially completed Minimum Improvements, as hereinabove provided, then the failure, lack of reasonable effort, orrefusal shall constitute an event of default under the covenants and complies conditions hereof. If GPLET Lessee chooses to remove demolish or clear off the damaged Minimum Improvements as hereinabove provided, then the GPLET Lessee shall purchase Site 6 in accordance with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless Development Agreement and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all Purchase Agreement within six (6) months of the requirements set forth in this Paragraph 15 in connection with such releasedate on which the damage or loss occurred. (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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 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 diligently and in good faith repaired by Landlord, which approval shall not be unreasonably withheld to substantially the condition of the Premises prior to the damage, subject to the provisions of any Mortgage or delayed, Superior Lease and which approval shall be granted only to the extent that such repairs can reasonably be made from the plans net proceeds of any insurance actually received by Landlord, but Landlord shall have no obligation to repair or restore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), any Alterations or improvements to the Premises, to the extent 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 payment or performance of its obligations under this Section, 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; provided, however, if either (x) that portion of the Premises comprising Tenant’s computer and/or communications equipment shall be damaged or Takingdestroyed or (y) more than thirty-three percent (33%) of the Premises is untenantable, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required and as a result of current zoning either such events, Tenant is not reasonably able to use the remaining portion of the Premises and building code requirementsTenant, in fact, does not use any portion of the Premises, then all Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be abated in their entirety until Landlord has Substantially Completed Landlord’s restoration of the Premises. (b) At the time of As a condition precedent to Landlord’s obligations to repair or restore any disbursementAbove Building Standard Installations, 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) pay to Landlord within thirty (30) days of demand a sum (“Tenant’s Restoration Payment”) equal to the cost incurred in connection therewithamount, if any, by which (iiA) 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 reputable independent contractor or architect mutually selected designated by Landlord and reasonably approved by Tenant, of repairing and restoring all Alterations and Tenant Improvements in the Premises to their condition prior to the damage, exceeds (B) the cost of restoring the Premises with Building Standard Installations, or (ii) furnish to Landlord security (the “Restoration Security”) in form and amount reasonably acceptable to Landlord to secure Tenant’s obligation to pay all costs in excess of restoring the Net Proceeds Premises with Building Standard Installations. If Tenant fails to deliver to Landlord either (1) Tenant’s Restoration Payment or the Net AwardRestoration Security, as applicable, or (2) a waiver by Tenant, in form reasonably satisfactory to Landlord, of all of Landlord’s obligations to repair or restore any of the Above Building Standard Installations, in either case within ten (10) Business 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 restoration of the Premises (other than any Above Building Standard Installations) is Substantially Complete. The liability of Tenant for the costs and expenses required under this Section 11.3(b) shall be reduced by the amount of any insurance proceeds received by Landlord from Landlord’s and/or Tenant’s insurer on account of such excess shall be paid by Tenant to the Trustee injury, breakage or damage (or such proceeds as would have been available if Landlord carried all insurance 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 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 Landlordcarried by Landlord hereunder).

Restoration. The Restoration Fund If the Controlling Collateral Agent is required to release funds to Grantor for restoration of the Trust Property or otherwise elects to release such funds to Grantor for such restoration, 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 Landlordthe Controlling Collateral Agent; (ii) prior to making any advance of restoration funds, which approval shall not be unreasonably withheld or delayed, and which approval the Controlling Collateral Agent shall be granted to the extent satisfied that the plans remaining restoration funds together with funds available to Grantor for such restoration are sufficient to complete the restoration and specifications depict a Restoration which is substantially similar to pay all related expenses, including real estate taxes on the Improvements and Equipment which existed prior to 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 (hereinafter defined) shall exist have occurred and be continuing, (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 Beneficiary; (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 to time are represented by work that is completed in place or delivered specifications acceptable to the site and free and clear of mechanics’ Lien claims.Controlling Collateral Agent ; (dv) Each request for disbursement shall be sent by Tenant with respect to Landlord and to each advance of restoration funds, 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall Controlling Collateral Agent 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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; (vii) the Controlling Collateral Agent may impose such other conditions as are customarily imposed by construction lenders; and (viii) any restoration funds remaining after payment of the cost of the work shall be paid retained by Tenant to the Trustee to Controlling Collateral Agent and shall be added to applied by the Restoration Fund or Tenant shall fund at its own expense Controlling Collateral Agent, in accordance with the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion provisions 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 LandlordCollateral Agency Agreement.

Restoration. The Restoration Fund If Mortgagee elects or is required hereunder to release 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 reasonably 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 reasonably 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 Obligations 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 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 reasonably 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) reasonably 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 reasonably 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 ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, 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 shall be applied by Mortgagee to the Trustee Obligations in the order specified in subsection 4.4(g) of the Credit Agreement or to be added other expenses related 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 LandlordMortgaged Property, as herein permitted.