Common use of Restoration Clause in Contracts

Restoration. (a) If each of the Net Proceeds and the cost of completing the Restoration shall be not more than the Insurance Threshold Amount, the Net Proceeds will be disbursed by the Administrative Agent to the Borrower upon receipt; provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X. (b) If either the Net Proceeds or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: (i) the net amount of all Insurance Proceeds received by the Administrative Agent pursuant to the Policies as a result of such damage or destruction, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of each Individual Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; provided that no Major Default or Event receipt of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a Borrower’s written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration subject to the conditions of and in accordance with the provisions of this Section 10.038.5. The term “Net Proceeds” for purposes of this Article X Section 8.5 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent pursuant to the Policies Lender as a result of such damage a Casualty (excluding insurance proceeds from rent loss, liability or destructionworkers’ compensation coverage), after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Insurance Proceeds”), or (ii) the net amount of the Condemnation AwardAward as a result of a Condemnation, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than $500,000 and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold Amount$500,000, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Subsection 4.3(b)(i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.Security Instrument. (b) If either the Net Proceeds are equal to or greater than $500,000 or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount$500,000, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03Subsection 4.3(b). The term “Net Proceeds” for purposes of this Article X Section 4.3 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Subsections 3.2(a)(i), (iv), and (vi) of this Security Instrument as a result of such damage or destructiondestruction (or any proceeds of self-insurance maintained in lieu of such insurance policies), after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Awardall awards and payments received by Lender with respect to a taking referenced in Section 3.5 of this Security Instrument, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be. (i) The Net Proceeds shall be made available to Borrower for the Restoration provided that each of the following conditions are met: (A) no Event of Default shall have occurred and be continuing under the Note, this Security Instrument or any of the other Loan Documents; (B) (1) in the event of the Net Proceeds are Insurance Proceeds, less than fifty percent (50%) of the total floor area of the Improvements has been damaged, destroyed, or rendered unusable as a result of such fire or other casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property; (C) Leases demising in the aggregate a percentage amount equal to or greater than fifty percent (50%) (with respect to casualties) or ninety percent (90%) (with respect to condemnation) of the total net rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty, as the case may be, shall remain in full force and effect during and after the completion of the Restoration; (D) Borrower shall have commenced the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after the settlement of the related insurance claim or determination of the condemnation award) and shall diligently pursue the same to satisfactory completion; (E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note at the Applicable Interest Rate (as defined in the Note), which will be incurred with respect to the Property as a result of the occurrence of any such fire or other casualty or taking, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Subsection 3.2(a)(iii), if applicable, or (3) by other funds of Borrower; (F) Lender shall be satisfied that following the completion of the Restoration, the ratio of sustainable net cash flow for the Property (after deduction for underwritten reserves) to debt service payable under the Note shall be at least 1.20 to 1.0 (G) Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (1) twelve (12) months prior to the Maturity Date (as defined in the Note), (2) twelve (12) months after the occurrence of such fire or other casualty or taking, whichever the case may be, (3) the earliest date required for such completion under the terms of any Leases which are required in accordance with the provisions of this Subsection 4.3(b) to remain in effect subsequent to the occurrence of such fire or other casualty or taking, whichever the case may be, and the completion of the Restoration or (4) such time as may be required under any applicable zoning laws, ordinances, rules or regulations in order to repair and restore the Property to the condition it was in immediately prior to such fire or other casualty or to as nearly as possible the condition it was in immediately prior to such taking, as applicable; (H) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable zoning laws, ordinances, rules and regulations; (I) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable laws, rules and regulations; and (J) such fire or other casualty or taking, as applicable, does not result in the loss of access to the Property or the Improvements. (ii) The Net Proceeds shall be held by Lender and, until disbursed in accordance with the provisions of this Subsection 4.3(b), shall constitute additional security for the Obligations. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company insuring the lien of this Security Instrument. (iii) All plans and specifications required in connection with the Restoration shall be subject to prior review and approval in all respects by Lender and by an independent consulting engineer selected by Lender (the “Casualty Consultant”), which approval shall not be unreasonably withheld or delayed. Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and acceptance by Lender and the Casualty Consultant, which approval shall not be unreasonably withheld or delayed. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” as used in this Subsection 4.3(b) shall mean an amount equal to 10% of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Subsection 4.3(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Subsection 4.3(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage, provided, 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, and 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 insuring the lien of this Security Instrument. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Restoration. (a) If each of Amounts to be made available to the Net Proceeds and the cost of completing Borrower from the Restoration Sub-Account to be applied to the Restoration of Affected Property following any Event of Loss ("RESTORATION WORK") shall be not more than remitted to the Insurance Threshold Amount, the Net Proceeds will be disbursed Borrower by the Administrative Agent Agent, in the event that the amount of Loss Proceeds with respect to such Event of Loss is greater than $2,500,000, subject to the Borrower upon receipt; provided satisfaction of the following conditions: (i) in the event that no Major Default or the amount of Loss Proceeds with respect to such Event of Default then exists andLoss is less than or equal to $5,000,000, except where the Borrower has delivered to the Administrative Agent plans and specifications for the Restoration Work, including reasonable estimates of the costs and time required to complete such Restoration Work ("RESTORATION PLANS") and has already certified in writing to the Administrative Agent that the conditions set out in paragraphs (ii)(B), (C), (E) and (F) below have been satisfied; and (ii) in the event that the amount of Loss Proceeds with respect to such Event of Loss is greater than $5,000,000: (A) the Borrower shall have delivered the relevant Restoration Plan to the Administrative Agent and the Independent Engineer; (B) the Restoration Plans provide for Restoration Work that is technically feasible and will, upon completion thereof, result in the Project being at least equal in value, general -55- utility and levels of performance as the Project prior to the Event of Loss; (C) the Restoration Plans provide for the Restoration Work to be completed within the period covered by business interruption insurance, plus any additional period agreed between the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent (after consultation with the Independent Engineer) for a written undertaking cost not to expeditiously commence and exceed the relevant Loss Proceeds plus any necessary additional funds ("ADDITIONAL RESTORATION FUNDS") to satisfactorily complete with due diligence be contributed towards such Restoration from: (I) amounts then on deposit in the Restoration Revenue Account that are distributable in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with Section 8.13, which amounts shall be transferred to the Restoration thereof in compliance with Section 8.07 and this Article X. (b) If either the Net Proceeds or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: (i) the net amount of all Insurance Proceeds received by the Administrative Agent pursuant to the Policies as a result of such damage or destruction, after deduction of the Administrative Agent’s reasonable outSub-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever the case may be.Account; or

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent available to the Borrower for Restoration upon receipt; provided that no Major Default or Event receipt of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a Borrower's written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent shall make the Net Proceeds shall be available to Borrower for the Restoration subject to the conditions of and in accordance with the provisions of this Section 10.038.4. The term “"Net Proceeds” " for purposes of this Article X Section 8.4 shall mean: (i) the net amount of all Insurance Proceeds received by the Administrative Agent pursuant to the Policies insurance proceeds payable as a result of such damage a Casualty (excluding insurance proceeds from rent loss, liability or destructionworkers' compensation coverage), after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same ("Insurance Proceeds"), or (ii) the net amount of the Condemnation AwardAward as a result of a Condemnation, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same ("Condemnation Proceeds"), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of any Individual Property: (a) If each of the Net Proceeds shall be less than the Availability Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountAvailability Threshold, the Net Proceeds will shall be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 6.4(b)(i) hereof are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Availability Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountAvailability Threshold, and provided that such Restoration is permitted under applicable Legal Requirements even though the Administrative Agent Property is legally nonconforming or nonconforming, Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4. The term “Net Proceeds” for purposes of this Article X shall meanSection 6.4 means: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to Section 6.1 (a)(i), (iv), (ix) (excluding in the Policies case of such item (ix), any such insurance proceeds payable to third parties for liability or tort claims) and (x) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, including reasonable out-of-pocket counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, including reasonable out-of-pocket counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of any Individual Property: (a) If each of the Net Proceeds shall be less than the Availability Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountAvailability Threshold, the Net Proceeds will shall be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 6.4(b)(i) hereof are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Availability Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountAvailability Threshold, and provided that such Restoration is permitted under applicable Legal Requirements even though the Administrative Agent Property is legally nonconforming or nonconforming, Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4. The term “Net Proceeds” for purposes of this Article X shall meanSection 6.4 means: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Section 6.1 (a)(i), (iv), (ix) and (x) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, including reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, including reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of any Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold Amount and the cost costs of completing the Restoration shall be not more less than the Insurance Restoration Threshold Amount, provided that an Event of Default shall not have occurred and be continuing, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 6.4(b)(i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; . If any Net Proceeds are received by Borrower and may be retained by Borrower pursuant to the terms hereof, such Net Proceeds shall, until completion of the Restoration, be held in trust for Lender and shall be segregated from other funds of Borrower thereafter commences and diligently proceeds to be used to pay for the cost of Restoration in accordance with the Restoration thereof in compliance with Section 8.07 and this Article X.terms hereof. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold Amount or the costs of completing the Restoration is equal to or greater than the Insurance Restoration Threshold AmountAmounts, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4. The term “Net Proceeds” for purposes of this Article X Section 6.4 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Section 6.1 (a)(i), (iv), (vi) and (ix) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the Casualty/Condemnation Threshold Amount and the cost costs of completing the Restoration shall be not more less than the Insurance Casualty/Condemnation Threshold Amount, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 6.4(b)(i) hereof are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than Casualty/Condemnation Threshold Amount or the costs of completing the Restoration is equal to or greater than the Insurance Casualty/Condemnation Threshold Amount, the Administrative Agent Amount Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4. The term “Net Proceeds” for purposes of this Article X Section 6.4 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Section 6.1(a)(i), (iv), (ix) and (x) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be.

Restoration. Provided the Anchor Tenant Lease continues to be in full force and effect, Anchor Tenant remains the Tenant under the Anchor Tenant Lease, and no default shall then exist under the Anchor Tenant Lease, the Anchor Tenant Lease shall govern and control in the event of a conflict between the following provisions of this Section 6.4 and the Anchor Tenant Lease regarding the Restoration of a Property: (a) If each of the Net Proceeds shall be less than Relevant Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRelevant Restoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restorationconditions set forth in clauses (A), the (E), (F), (G), (H), (J) and (L) of Section 6.4(b)(i) below are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Relevant Restoration Threshold or the costs of completing the Restoration is equal to or greater than the Insurance Threshold AmountRelevant Restoration Threshold, the Administrative Agent then in either case, Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4(b). The term “Net Proceeds” "NET PROCEEDS" for purposes of this Article X Section 6.4 shall mean: (ix) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Section 6.1(a)(i), (iv), (vi) and (viii) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame ("INSURANCE PROCEEDS"), or (iiy) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame ("CONDEMNATION PROCEEDS"), whichever the case may be. (i) The Net Proceeds shall be made available to Borrower for Restoration provided that each of the following conditions are met: (A) no Event of Default shall have occurred and be continuing; (B) (1) in the event the Net Proceeds are Insurance Proceeds, and (x) less than twenty-five percent (25%) of the total floor area of the Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such fire or other casualty, or (y) Borrower is required under a Lease exceeding the Relevant Leasing Threshold to use the Net Proceeds for the restoration of the Property, or (2) in the event the Net Proceeds are Condemnation Proceeds, and (x) less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land, or (y) Borrower is required under a Lease exceeding the Relevant Leasing Threshold to use the Net Proceeds for the restoration of the Property; (C) Leases demising in the aggregate a percentage amount equal to or greater than the Rentable Space Percentage of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty or taking, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of any such fire or other casualty or taking, whichever the case may be, and will make all necessary repairs and restorations thereto at their sole cost and expense. The term "RENTABLE SPACE PERCENTAGE" shall mean (x) in the event the Net Proceeds are Insurance Proceeds, a percentage amount equal to fifty percent (50%) and (y) in the event the Net Proceeds are Condemnation Proceeds, a percentage amount equal to fifty percent (50%);

Restoration. The following provisions shall apply in connection with the Restoration of any Collateral Property: (a) If each of the Net Proceeds shall be less than $1,500,000 and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold Amount$1,500,000, the Net Proceeds will be disbursed by the Administrative Agent to the a Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restorationconditions set forth in Section 9.4(c)(i) and (iii) are met, the Borrower delivers and Borrowers deliver to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than $1,500,000 or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount$1,500,000, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with Restoration, subject to the provisions of this Section 10.039.4. Notwithstanding the immediately preceding sentence, a portion of the Net Proceeds not to exceed $1,500,000 shall be made available to Borrowers after receipt thereof by Administrative Agent to pay or reimburse a Borrower for any immediate and necessary repair or work required (i) to prevent further damage to the Collateral Property, (ii) to protect life or to provide safety or (iii) to restore hotel operations at the Collateral Property (collectively, the “Emergency Repairs”), provided all the conditions set forth in clauses (i) and (iii) of Section 9.4(c) are met and Borrowers deliver to Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Emergency Repairs in accordance with the terms of this Agreement. The term “Net Proceeds” for purposes of this Article X shall meanmeans: (iA) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent pursuant to the Policies Section 9.4(a), (iv), (vii) and (viii) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (iiB) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of Subject to Section 7.4(d) hereof, if the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, then the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 7.4(b) (i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either Subject to Section 7.4(d) hereof, if the Net Proceeds are equal to or greater than the Restoration Threshold or the costs cost of completing the Restoration is equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent then Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.037.4. The term “Net Proceeds” for purposes of this Article X shall mean: (i1) the net amount of all Insurance Proceeds received by insurance proceeds payable to or for the Administrative Agent pursuant to the Policies benefit of Borrower as a result of such damage or destructiona Casualty to the Property, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel attorneys’ fees), if any, in collecting samesuch insurance proceeds (“Insurance Proceeds”), or (ii2) the net amount of the Condemnation Award, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesattorneys’ fees and expenses), if any, in collecting samesuch Award (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of any Property: (a) If each of the Net Proceeds shall be less than five percent (5%) of the allocated Loan amount for the applicable Property set forth on Schedule 1.1(a) (the “Restoration Threshold”) and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower occurred and the Borrower seeks reimbursement for costs of the Restoration, the is continuing and Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4. The term “Net Proceeds” for purposes of this Article X shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent pursuant to the Policies Sections 6.1(a)(i), (iv), (vi), (vii) and (ix) as a result of such damage or destruction, after deduction of the Administrative Agent’s all reasonable out-of-pocket costs and expenses of Administrative Agent (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net gross amount of the Condemnation Award, after deduction of the Administrative Agent’s all reasonable out-of-pocket costs and expenses of Financing Parties (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever the case may besame (“Condemnation Proceeds”).

Restoration. The following provisions shall apply in connection with the Restoration of any Individual Property: (a) If each of the Net Proceeds shall be less than Casualty/Condemnation Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountCasualty/Condemnation Restoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 6.4(b)(i) hereof are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Casualty/Condemnation Restoration Threshold or the costs of completing the Restoration is equal to or greater than the Insurance Threshold AmountCasualty/Condemnation Restoration Threshold, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4. The term “Net Proceeds” for purposes of this Article X Section 6.4 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Section 6.1(a)(i), (iii), (iv) and (ix) as a result of such damage or destruction, after deduction of its reasonable out of pocket costs and expenses (including, but not limited to, reasonable counsel fees), actually incurred, if any, in collecting same (“Insurance Proceeds”), or (ii) the Administrative Agent’s net amount of the Award, after deduction of its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, or same (ii) the net amount of the “Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesProceeds”), if any, in collecting same, whichever the case may be.

Restoration. (a) If In the event that each of the Net Proceeds and the cost of completing the Restoration shall be not more than the Insurance Threshold Amountfollowing conditions is satisfied, the Net Proceeds will be disbursed by the Administrative Agent to the Borrower upon receipt; provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X. (b) If either the Net Proceeds or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount, the Administrative Agent Lender shall make the net amount of all insurance proceeds actually received by Lender pursuant to this Security Instrument as a result of any fire or other casualty, after deduction of its reasonable costs and expenses (including, without limitation, architects', attorneys', engineers' and other consultants' and professionals' fees and disbursements), if any, in connection therewith (the "Net Proceeds Proceeds"), available to Borrower for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: Subsection 4.4(a): (i) no Event of Default shall have occurred and be continuing under the Note, this Security Instrument or any of the other Loan Documents; (ii) the Net Proceeds in connection with such casualty shall not exceed the outstanding amount of the Debt; (iii) if the Net Proceeds shall exceed Fifty Thousand Dollars ($50,000), a licensed engineer or architect acceptable to Lender shall have delivered to Lender a certificate estimating the cost of fully completing the Restoration and a schedule of the time required therefor, which schedule shall indicate that the Restoration can be completed prior to the Maturity Date (as defined in the Note), and (ii) the date occurring twelve (12) months after the date of the casualty; (iv) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than forty-five (45) days after reciept of a building permit for the Restoration) such damage or destruction occurs) and shall diligently pursue the same to satisfactory completion in a good and workmanlike manner; (v) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Property as a result of the occurrence of any such fire or other casualty, including a reasonable period thereafter for leasing the Property, will be covered out of (A) the Net Proceeds, (B) the rental or business income insurance coverage referred to in Section 3.3, or (C) other funds of Borrower; (vi) Lender shall be satisfied in its sole discretion that, upon the completion of the Restoration, the gross cash flow and the net amount cash flow of all Insurance Proceeds received by the Administrative Agent pursuant to the Policies Property, taking into consideration any Leases which may be terminated as a result of such damage or destructioncasualty, after deduction will be restored to a level sufficient to cover all carrying costs and operating expenses of the Administrative Agent’s reasonable out-of-pocket Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting replacement reserve requirements and reserves for tenant improvements and leasing commissions, if applicable from net operating income) of at least 1.30 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion on the basis of the Applicable Interest Rate (as defined in the Note); (vii) the Restoration shall be performed and completed by Borrower in an expeditious and diligent fashion in a good and workmanlike manner in accordance with plans and specifications therefor approved by Lender (as provided in subsection (b) below) and in compliance with all Applicable Laws; (viii) Borrower shall deliver to Lender evidence satisfactory to Lender (which may include certificates of governmental authorities, endorsements to Lender's title insurance policy and/or legal opinions) that, following the completion of the Restoration, the Property and the use thereof will be in compliance with and permitted under all Applicable Laws; and (ix) Lender shall have received from Borrower a certificate certifying that all applicable conditions contained in this Subsection 4.4(a) have been satisfied. (b) The Net Proceeds shall be held by Lender and, until disbursed in accordance with the provisions of this Section 4.4, shall constitute additional security for the Obligations. Provided all of the conditions set forth in Subsection 4.4(a) have been and remain satisfied, then the following shall apply: (i) The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic's or materialman's liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company insuring the lien of this Security Instrument. (ii) All plans and specifications in connection with the Restoration shall be subject to prior review and approval in all respects by Lender and by an independent consulting engineer selected by Lender (the "Casualty Consultant"), which approval shall not be unreasonably withheld or delayed. Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. All costs and expenses (incurred by Lender in connection with making the Net Proceeds available for the Restoration including, but not limited towithout limitation, reasonable counsel fees and disbursements and the Casualty Consultant's fees, shall be paid by Borrower. (iii) Until such time as the Restoration has been completed and Lender shall have received copies of any and all final certificates of occupancy or other certificates, licenses and permits required for the ownership, occupancy and operation of the Property in accordance with all Applicable Laws, Lender shall be entitled to retain, and not disburse, up to ten percent (10%) of the cost of the Restoration, as determined by the Casualty Consultant (the "Casualty Retainage"). Borrower hereby covenants diligently to seek to obtain any such certificates, licenses and permits. Promptly after the completion of the Restoration and delivery of such certificates, licenses and permits in accordance with the provisions hereof, provided no Event of Default shall then be continuing, Lender shall disburse the Casualty Retainage to or as directed by Borrower, subject, however, to Lender's right to apply any excess proceeds remaining after the completion of the Restoration to the payment of the Debt. (iv) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Lender, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency with Lender, which shall thereafter be treated as Net Proceeds, before any further disbursement of the Net Proceeds shall be made. (v) The excess, if any, in collecting same, or (ii) the net amount of the Condemnation AwardNet Proceeds remaining after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 4.4, after deduction and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be retained and applied by Lender toward the payment of the Administrative Agent’s reasonable out-of-pocket costs Debt whether or not then due and expenses payable in such order, priority and proportions as Lender in its discretion shall deem proper. (includingc) Notwithstanding any provision of this Security Instrument to the contrary, but all Net Proceeds not limited torequired to be made available for the Restoration may be retained and applied by Lender toward the payment of the Debt whether or not then due and payable in such order, reasonable counsel fees)priority and proportions as Lender in its discretion shall deem proper or, if anyat the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall designate, in collecting sameits sole discretion. If Lender shall receive and retain Net Proceeds, whichever the case may belien of this Security Instrument shall be reduced only by the amount thereof received and retained by Lender and actually applied by Lender in reduction of the Debt.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold Amount and the cost costs of completing the Restoration shall be not more less than the Insurance Restoration Threshold Amount, provided that an Event of Default shall not have occurred and be continuing, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 6.4(b)(i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; . If any Net Proceeds are received by Borrower and may be retained by Borrower pursuant to the terms hereof, such Net Proceeds shall, until completion of the Restoration, be held in trust for Lender and shall be segregated from other funds of Borrower thereafter commences and diligently proceeds to be used to pay for the cost of Restoration in accordance with the Restoration thereof in compliance with Section 8.07 and this Article X.terms hereof. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold Amount or the costs of completing the Restoration is equal to or greater than the Insurance Restoration Threshold AmountAmounts, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4. The term “Net Proceeds” for purposes of this Article X Section 6.4 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Section 6.1 (a)(i), (iv), (vi) and (ix) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be.

Restoration. (a) If each Borrower shall give prompt written notice of any casualty to the Property to Lender whether or not required to be insured against. The notice shall describe the nature and cause of the Net Proceeds casualty and the cost extent of completing the Restoration shall be not more than the Insurance Threshold Amount, the Net Proceeds will be disbursed by the Administrative Agent damage to the Borrower upon receipt; provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.Property. (b) If either 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, provided, however, so long as an Event of Default does not currently exist, Borrower may receive and use for Restoration Insurance Proceeds for any casualty where the Net Proceeds or damage is less than $1,000,000.00. In the costs event of completing the Restoration is equal any damage to or greater than destruction of the Property where the damage exceeds $1,000,000.00, and provided (1) an Event of Default does not currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Security (as defined in Section 7.02 (c)), and (ii) 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 at least equal in value as that existing prior to the casualty, then Borrower shall commence and diligently pursue to completion the Restoration. Lender shall hold and disburse the Insurance Threshold AmountProceeds less (x) the cost, if any, to Lender of recovering the Administrative Agent shall make Insurance Proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees, and (y) any Business Income Insurance Proceeds received by Lender (the “Net Proceeds available for Insurance Proceeds”) to the Restoration in accordance with Restoration. (c) For the provisions purpose of this Section 10.03. The term Article, “Net ProceedsImpairment of the Security” for purposes shall mean any or all of this Article X shall meanthe following: (i) any of the net amount of all Insurance Proceeds received by Leases for more than 100,000 square feet, in the Administrative Agent pursuant aggregate, existing immediately prior to the Policies damage, destruction condemnation or casualty shall have been canceled, or contain any exercisable right to cancel as a result of such damage the damage, destruction or destructioncasualty, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, or (ii) the net amount casualty or damage occurs during the last year of the Condemnation Award, after deduction term of the Administrative Agent’s reasonable out-of-pocket costs and expenses Loan, or (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever iii) restoration of the case may beProperty is estimated to require more than one year to complete from the date of the occurrence.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 8.4(b)(i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.Agreement as soon as commercially reasonable. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration subject to the conditions of, and in accordance with with, the provisions of this Section 10.038.4. The term “Net Proceeds” for purposes of this Article X Section 8.4 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent pursuant to the Policies Lender as a result of such damage a Casualty (excluding insurance proceeds from rent loss, business interruption liability or destructionworkers’ compensation coverage), after deduction of the Administrative Agent’s its reasonable out-of-out of pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Insurance Proceeds”), or (ii) the net amount of the Condemnation AwardAward as a result of a Condemnation, after deduction of the Administrative Agent’s its reasonable out-of-out of pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of Subject to Section 7.4(d) hereof, if the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, then the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 7.4(b) (i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either Subject to Section 7.4(d) hereof, if the Net Proceeds are equal to or greater than the Restoration Threshold or the costs cost of completing the Restoration is equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent then Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.037.4. The term “Net Proceeds” for purposes of this Article X shall mean: (i1) the net amount of all Insurance Proceeds received by insurance proceeds payable to or for the Administrative Agent pursuant to the Policies benefit of Borrower as a result of such damage or destructiona Casualty to the Property, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel attorneys’ fees), if any, in collecting samesuch insurance proceeds (“Insurance Proceeds”), or (ii2) the net amount of the Condemnation Award, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesattorneys’ fees and expenses), if any, in collecting samesuch Award (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of each Individual Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent L▇▇▇▇▇ to the Borrower upon receipt; provided that no Major Default or Event receipt of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a Borrower’s written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountRestoration Threshold, then the Administrative Agent provisions of this Section 8.5(b) shall be applicable, and Lender shall make the Net Proceeds available for the Restoration subject to the conditions of and in accordance with the provisions of this Section 10.038.5. The term “Net Proceeds” for purposes of this Article X Section 8.5 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent pursuant to the Policies Lender as a result of such damage a Casualty (excluding insurance proceeds from rent loss, liability or destructionworkers’ compensation coverage), after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Insurance Proceeds”), or (ii) the net amount of the Condemnation AwardAward as a result of a Condemnation, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the applicable Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold Amountapplicable Restoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower and Maryland Owner upon receipt; , provided that no Major Default or Event all of Default then exists and, except where the Restoration has already been completed by the conditions set forth in Section 8.4(b)(i) are met and Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers Maryland Owner deliver to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the applicable Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold Amountapplicable Restoration Threshold, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.038.4. The term “Net Proceeds” for purposes of this Article X shall meanSection 8.4 means: (iy) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Section 8.1(a)(i), (iv), (vi), (vii) and (viii) as a result of such damage or destructiona Casualty, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, including reasonable counsel fees), if any, in collecting samethe same (the “Insurance Proceeds”), or (iiz) the net amount of the Award as a result of a Condemnation Awardof any Individual Property, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, including reasonable counsel fees), if any, in collecting samethe same (the “Condemnation Proceeds”), whichever the case may be.

Restoration. (aA) If each Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower pursuant to Section 3.10 of the Depositary Agreement, in the event that the Net Available Amount is less than or equal to $2,000,000. (B) Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower pursuant to Section 3.10 of the Depositary Agreement in the event that the Net Available Amount is greater than $2,000,000 but less than or equal to $10,000,000 if the Technical and Environmental Consultant shall have delivered to the Administrative Agent and the cost of completing Collateral Agent a certificate to the Restoration shall be not more than the Insurance Threshold Amount, effect that the Net Available Amount deposited in the Loss Proceeds will Account is sufficient (together with all other monies reasonably expected to be disbursed available to the Borrower as determined by the Administrative Agent in consultation with the Technical and Environmental Consultant), in the reasonable opinion of the Technical and Environmental Consultant, for such Restoration. Amounts made available to the Borrower upon receipt; provided that no Major Default or Event of Default then exists shall only be utilized for Restoration and, except where the Restoration has already been completed if determined by the Borrower (and confirmed in writing by the Technical and Environmental Consultant) that any portion of such Net Available Amount is no longer required for such Restoration, such remaining amounts shall be used to prepay the Advances pursuant to Section 5.2. (C) Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower pursuant to Section 3.10 of the Depositary Agreement in the event that the Net Available Amount is greater than $10,000,000 if (A) the Borrower shall submit a plan for Restoration as soon as commercially practicable, but in no event more than 60 days after the occurrence of such Event of Loss and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers Technical and Environmental Consultant shall have delivered a certificate to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences Collateral Agent to the effect that the Borrower’s plan of Restoration is prudent and diligently proceeds with the Restoration thereof in compliance with Section 8.07 sound and this Article X. (b) If either the Net Available Amount deposited in the Loss Proceeds or Account is sufficient (together with all other monies reasonably expected to be available to the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: (i) the net amount of all Insurance Proceeds received Borrower as determined by the Administrative Agent in consultation with the Technical and Environmental Consultant), in the reasonable opinion of the Technical and Environmental Consultant, for such Restoration and (B) the Majority Lenders have consented to such use of the Net Available Amount. Amounts made available to the Borrower shall only be utilized for such Restoration and, if determined by the Borrower (and confirmed in writing by the Technical and Environmental Consultant) that any portion of such to Net Available Amount is no longer required for such Restoration, such remaining amounts shall be used to prepay the Advances pursuant to the Policies as a result of such damage or destruction, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever the case may beSection 5.2.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent to the Borrower upon receipt; Borrower, provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 7.4(b)(i) are met and Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: 7.4. (i) The Net Proceeds shall be made available for Restoration provided that each of the net amount following conditions are met: (A) no Event of all Insurance Default shall have occurred and be continuing; (B) (1) in the event the Net Proceeds received by are insurance proceeds, less than thirty percent (30%) of the Administrative Agent pursuant to total floor area of the Policies Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such damage Casualty or destruction(2) in the event the Net Proceeds are condemnation proceeds, after deduction less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land; (C) Leases demising in the aggregate a percentage amount equal to or greater than 75% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of the applicable Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration (other than Leases which automatically expire by their terms), notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be; (D) Borrower shall commence (or shall cause the commencement of) the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after the issuance of a building permit with respect thereto) and shall diligently pursue the same to satisfactory completion; (E) Administrative Agent shall be satisfied that any operating deficits which will be incurred with respect to the Property as a result of the occurrence of any such Casualty or Condemnation will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 7.1(a)(iii) above, or (3) by other funds of Borrower; (F) Administrative Agent shall be satisfied that the Net Proceeds together with any other collateral, guaranties, any cash or cash equivalent deposited by Borrower with or delivered by Borrower to Administrative Agent are sufficient to cover the cost of the Restoration; (G) Administrative Agent shall be satisfied that, upon the completion of the Restoration, the debt yield for the Property (which debt yield shall be determined by Administrative Agent in its reasonable discretion), shall be at least equal to the lesser of (1) (i) 6.25% during the initial term of the Loan and the first Extension Period, (ii) 6.50% during the second Extension Period, and (iii) 6.75% during the third Extension Period and (2) the Debt Yield as of the date immediately prior to the occurrence of the applicable Casualty or Condemnation; (H) Administrative Agent shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Maturity Date, (2) such time as may be required under applicable Legal Requirements or (3) the expiration of the insurance coverage referred to in Section 7.1(a)(iii) above; (I) Administrative Agent shall be satisfied that, upon the completion of the Restoration, the Debt Service Coverage Ratio, shall be at least 1.00:1.00; (J) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements in all material respects and the Property Documents; (K) the Restoration shall be done and completed in an expeditious and diligent fashion and in compliance in all material respects with all applicable Legal Requirements and the Property Documents; (L) the Property Documents (other than those of a de minimis nature) will remain in full force and effect during and after the Restoration and a Property Document Event shall not occur as a result of the applicable Casualty, Condemnation and/or Restoration; and (M) after a Securitization, Administrative Agent shall be satisfied that making the Net Proceeds available for Restoration shall be permitted pursuant to REMIC Requirements and, in that regard, Administrative Agent may require Borrower to deliver a REMIC Opinion in connection therewith. (ii) The Net Proceeds shall be held by Administrative Agent, for the benefit of Lenders and, until disbursed in accordance with the provisions of this Section 7.4(b), shall constitute additional security for the Debt and other obligations under this Agreement, the Security Instrument, the Note and the other Loan Documents. The Net Proceeds (other than the Rent Loss Proceeds) shall be disbursed by Administrative Agent to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Administrative Agent that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the related Restoration item have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property which (1) are not being contested by Borrower in accordance with the terms hereof, (2) have not either been fully bonded to the reasonable satisfaction of Administrative Agent and discharged of record or (3) in the alternative fully insured to the satisfaction of Administrative Agent by the title company issuing the Title Insurance Policy. (iii) With respect to any Casualty in excess of the Restoration Threshold, all plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Administrative Agent and by an independent consulting engineer selected by Administrative Agent (the “Casualty Consultant”), such acceptance of the plans and specifications not to be unreasonably withheld, conditioned or delayed. Administrative Agent shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration shall be subject to prior review and acceptance by Administrative Agent and the Casualty Consultant if the applicable contract is for an amount equal to or greater than $3,000,000. All reasonable and actual out-of-pocket costs and expenses (incurred by Administrative Agent in connection with making the Net Proceeds available for the Restoration including, but not limited towithout limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. Borrower shall have the right to settle (i) all claims under the Policies which claims are less than the Settlement Threshold without Administrative Agent’s consent (provided, however, that Borrower shall consult with Administrative Agent with respect to any settlement discussions with any insurance companies) and (ii) all claims under the Policies which claims are equal or in excess of the Settlement Threshold jointly with Administrative Agent, provided that, in each case, (a) no Event of Default exists, (b) Borrower promptly and with commercially reasonable diligence negotiates a settlement of any such claims and (c) the insurer with respect to the Policy under which such claim is brought has not raised any act of the insured as a defense to the payment of such claim. If an Event of Default exists, Administrative Agent shall, at its election, have the exclusive right to settle or adjust any claims made under the Policies in the event of a Casualty. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Administrative Agent’s approval under this clause (iii) and Administrative Agent thereafter fails to respond, Administrative Agent’s approval shall be deemed given with respect to the matter for which approval was requested. (iv) In no event shall Administrative Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Restoration Retainage. The term “Restoration Retainage” as used in this Section 7.4(b) shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until such time as the Casualty Consultant certifies to Administrative Agent that Net Proceeds representing fifty percent (50%) of the required Restoration have been disbursed. There shall be no Restoration Retainage with respect to costs actually incurred by Borrower for work in place in completing the last fifty percent (50%) of the required Restoration. The Restoration Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 7.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Restoration Retainage shall not be released until the Casualty Consultant certifies to Administrative Agent that the Restoration has been completed in accordance with the provisions of this Section 7.4(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Administrative Agent receives evidence reasonably satisfactory to Administrative Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Restoration Retainage, provided, however, that Administrative Agent will release the portion of the Restoration 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 Administrative Agent 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, and 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 Administrative Agent or by the title company insuring the lien of the Security Instrument. If reasonably required by Administrative Agent, the release of any such portion of the Restoration Retainage shall be approved by the surety company, if any, in collecting samewhich has issued a payment or performance bond with respect to the contractor, subcontractor or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever the case may bematerialman.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than Relevant Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRelevant Restoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restorationconditions set forth in clauses (A), the (E), (F), (G), (H), (J) and (L) of Section 6.4(b)(i) below are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds proceeds are equal to or greater than the Relevant Restoration Threshold or the costs of completing the Restoration is equal to or greater than the Insurance Threshold AmountRelevant Restoration Threshold, the Administrative Agent then in either case, Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.036.4(b). The term “Net Proceeds” "NET PROCEEDS" for purposes of this Article X Section 6.4 shall mean: ; (ix) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent (including any payments received from Wal-Mart pursuant to any self-insurance permitted under the Policies Wal-Mart Lease) by Lender pursuant to Section 6.1 (a)(i), (iv), (vi) and (viii) as a result of such damage or destruction, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame ("INSURANCE PROCEEDS"), or (iiy) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame ("CONDEMNATION PROCEEDS"), whichever the case may be. (i) The Net Proceeds shall be made available to Borrower for Restoration provided that each of the following conditions are met: (A) no Event of Default shall have occurred and be continuing; (B) (1) in the event the Net Proceeds are Insurance Proceeds, and (x) less than twenty-five percent (25%) of the total floor area of the Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such fire or other casualty, or (y) Borrower is required under a Lease exceeding the Relevant Leasing Threshold to use the Net Proceeds for the restoration of the Property, or (2) in the event the Net Proceeds are Condemnation Proceeds, and (x) less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land, or (y) Borrower is required under a Lease exceeding the Relevant Leasing Threshold to use the Net Proceeds for the restoration of the Property; (C) Leases demising in the aggregate a percentage amount equal to or greater than the Rentable Space Percentage of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty or taking, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of any such fire or other casualty or taking, whichever the case may be, and will make all necessary repairs and restorations thereto at their sole cost and expense. The term "RENTABLE SPACE PERCENTAGE" shall mean (x) in the event the Net Proceeds are Insurance Proceeds, a percentage amount equal to fifty percent (50%) and (y) in the event the Net Proceeds are Condemnation Proceeds, a percentage amount equal to fifty percent (50%);

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than $500,000 and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold Amount$500,000, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Subsection 4.3(b)(i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.Security Instrument. (b) If either the Net Proceeds are equal to or greater than $500,000 or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount$500,000, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03Subsection 4.3(b). The term “Net Proceeds” for purposes of this Article X Section 4.3 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Subsections 3.2(a)(i), (iv), and (vi) of this Security Instrument as a result of such damage or destructiondestruction (or any proceeds of self-insurance maintained in lieu of such insurance policies), after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Awardall awards and payments received by Lender with respect to a taking referenced in Section 3.5 of this Security Instrument, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be. (i) The Net Proceeds shall be made available to Borrower for the Restoration provided that each of the following conditions are met: (A) no Event of Default shall have occurred and be continuing under the Note, this Security Instrument or any of the other Loan Documents; (B) (1) in the event of the Net Proceeds are Insurance Proceeds, less than fifty percent (50%) of the total floor area of the Improvements has been damaged, destroyed, or rendered unusable as a result of such fire or other casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property; (C) Leases demising in the aggregate a percentage amount equal to or greater than fifty percent (50%) (with respect to casualties) or ninety percent (90%) (with respect to condemnation) of the total net rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty, as the case may be, shall remain in full force and effect during and after the completion of the Restoration; (D) Borrower shall have commenced the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after the settlement of the related insurance claim or determination of the condemnation award) and shall diligently pursue the same to satisfactory completion; (E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note at the Applicable Interest Rate (as defined in the Note), which will be incurred with respect to the Property as a result of the occurrence of any such fire or other casualty or taking, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Subsection 3.2(a)(iii), if applicable, or (3) by other funds of Borrower; (F) Lender shall be satisfied that following the completion of the Restoration, the ratio of sustainable net cash flow for the Property (after deduction for underwritten reserves) to debt service payable under the Note shall be at least 1.20 to 1.00; (G) Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (1) twelve (12) months prior to the Maturity Date (as defined in the Note), (2) twelve (12) months after the occurrence of such fire or other casualty or taking, whichever the case may be, (3) the earliest date required for such completion under the terms of any Leases which are required in accordance with the provisions of this Subsection 4.3(b) to remain in effect subsequent to the occurrence of such fire or other casualty or taking, whichever the case may be, and the completion of the Restoration or (4) such time as may be required under any applicable zoning laws, ordinances, rules or regulations in order to repair and restore the Property to the condition it was in immediately prior to such fire or other casualty or to as nearly as possible the condition it was in immediately prior to such taking, as applicable; (H) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable zoning laws, ordinances, rules and regulations; (I) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable laws, rules and regulations; and (J) such fire or other casualty or taking, as applicable, does not result in the loss of access to the Property or the Improvements. (ii) The Net Proceeds shall be held by L▇▇▇▇▇ and, until disbursed in accordance with the provisions of this Subsection 4.3(b), shall constitute additional security for the Obligations. The Net Proceeds shall be disbursed by L▇▇▇▇▇ to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company insuring the lien of this Security Instrument. (iii) All plans and specifications required in connection with the Restoration shall be subject to prior review and approval in all respects by L▇▇▇▇▇ and by an independent consulting engineer selected by L▇▇▇▇▇ (the “Casualty Consultant”), which approval shall not be unreasonably withheld or delayed. Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and acceptance by L▇▇▇▇▇ and the Casualty Consultant, which approval shall not be unreasonably withheld or delayed. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” as used in this Subsection 4.3(b) shall mean an amount equal to 10% of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Subsection 4.3(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Subsection 4.3(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage, provided, 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, and 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 L▇▇▇▇▇ or by the title company insuring the lien of this Security Instrument. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of Subject to Section 7.4(d) hereof, if the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, then the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the applicable conditions set forth in Section 7.4(b) (i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either Subject to Section 7.4(d) hereof, if the Net Proceeds are equal to or greater than the Restoration Threshold or the costs cost of completing the Restoration is equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent then Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.037.4. The term “Net Proceeds” for purposes of this Article X shall mean: (i1) the net amount of all Insurance Proceeds received by insurance proceeds payable to or for the Administrative Agent pursuant to the Policies benefit of Borrower as a result of such damage or destructiona Casualty to the Property, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel attorneys’ fees), if any, in collecting samesuch insurance proceeds (“Insurance Proceeds”), or (ii2) the net amount of the Condemnation Award, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesattorneys’ fees and expenses), if any, in collecting samesuch Award (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent to the Borrower upon receipt; Borrower, provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 7.4(b)(i) are met and Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: 7.4. (i) The Net Proceeds shall be made available for Restoration provided that each of the net amount following conditions are met: (A) no Event of all Insurance Default shall have occurred and be continuing; (B) (1) in the event the Net Proceeds received by are insurance proceeds, less than thirty percent (30%) of the Administrative Agent pursuant to total floor area of the Policies Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such damage Casualty or destruction(2) in the event the Net Proceeds are condemnation proceeds, after deduction less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land; (C) Leases demising in the aggregate a percentage amount equal to or greater than 75% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of the applicable Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration (other than Leases which automatically expire by their terms), notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be; (D) Borrower shall commence (or shall cause the commencement of) the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after the issuance of a building permit with respect thereto) and shall diligently pursue the same to satisfactory completion; (E) Administrative Agent shall be satisfied that any operating deficits which will be incurred with respect to the Property as a result of the occurrence of any such Casualty or Condemnation will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 7.1(a)(iii) above, or (3) by other funds of Borrower; (F) Administrative Agent shall be satisfied that the Net Proceeds together with any other collateral, guaranties, any cash or cash equivalent deposited by Borrower with or delivered by Borrower to Administrative Agent are sufficient to cover the cost of the Restoration; (G) Administrative Agent shall be satisfied that, upon the completion of the Restoration, the debt yield for the Property (which debt yield shall be determined by Administrative Agent in its reasonable discretion), shall be at least equal to the lesser of (1) (i) 5.50% during the first year of the initial term of the Loan, (ii) 5.75% during the second year of the initial term of the Loan and the first Extension Period, (iii) 6.00% during the second Extension Period and (iv) 6.15% during the third Extension Period and (2) the Debt Yield as of the date immediately prior to the occurrence of the applicable Casualty or Condemnation; (H) Administrative Agent shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Maturity Date, (2) such time as may be required under applicable Legal Requirements or (3) the expiration of the insurance coverage referred to in Section 7.1(a)(iii) above; (I) Administrative Agent shall be satisfied that, upon the completion of the Restoration, the Debt Service Coverage Ratio, shall be at least 1.00:1.00; (J) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements in all material respects and the Property Documents; (K) the Restoration shall be done and completed in an expeditious and diligent fashion and in compliance in all material respects with all applicable Legal Requirements and the Property Documents; (L) the Property Documents (other than those of a de minimis nature) will remain in full force and effect during and after the Restoration and a Property Document Event shall not occur as a result of the applicable Casualty, Condemnation and/or Restoration; and (M) after a Securitization, Administrative Agent shall be satisfied that making the Net Proceeds available for Restoration shall be permitted pursuant to REMIC Requirements and, in that regard, Administrative Agent may require Borrower to deliver a REMIC Opinion in connection therewith. (ii) The Net Proceeds shall be held by Administrative Agent, for the benefit of Lenders and, until disbursed in accordance with the provisions of this Section 7.4(b), shall constitute additional security for the Debt and other obligations under this Agreement, the Security Instrument, the Note and the other Loan Documents. The Net Proceeds (other than the Rent Loss Proceeds) shall be disbursed by Administrative Agent to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Administrative Agent that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the related Restoration item have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property which (1) are not being contested by Borrower in accordance with the terms hereof, (2) have not either been fully bonded to the reasonable satisfaction of Administrative Agent and discharged of record or (3) in the alternative fully insured to the satisfaction of Administrative Agent by the title company issuing the Title Insurance Policy. (iii) With respect to any Casualty in excess of the Restoration Threshold, all plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Administrative Agent and by an independent consulting engineer selected by Administrative Agent (the “Casualty Consultant”), such acceptance of the plans and specifications not to be unreasonably withheld, conditioned or delayed. Administrative Agent shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration shall be subject to prior review and acceptance by Administrative Agent and the Casualty Consultant if the applicable contract is for an amount equal to or greater than $3,000,000. All reasonable and actual out-of-pocket costs and expenses (incurred by Administrative Agent in connection with making the Net Proceeds available for the Restoration including, but not limited towithout limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. Borrower shall have the right to settle (i) all claims under the Policies which claims are less than the Settlement Threshold without Administrative Agent’s consent (provided, - 109 - however, that Borrower shall consult with Administrative Agent with respect to any settlement discussions with any insurance companies) and (ii) all claims under the Policies which claims are equal or in excess of the Settlement Threshold jointly with Administrative Agent, provided that, in each case, (a) no Event of Default exists, (b) Borrower promptly and with commercially reasonable diligence negotiates a settlement of any such claims and (c) the insurer with respect to the Policy under which such claim is brought has not raised any act of the insured as a defense to the payment of such claim. If an Event of Default exists, Administrative Agent shall, at its election, have the exclusive right to settle or adjust any claims made under the Policies in the event of a Casualty. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Administrative Agent’s approval under this clause (iii) and Administrative Agent thereafter fails to respond, Administrative Agent’s approval shall be deemed given with respect to the matter for which approval was requested. (iv) In no event shall Administrative Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Restoration Retainage. The term “Restoration Retainage” as used in this Section 7.4(b) shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until such time as the Casualty Consultant certifies to Administrative Agent that Net Proceeds representing fifty percent (50%) of the required Restoration have been disbursed. There shall be no Restoration Retainage with respect to costs actually incurred by Borrower for work in place in completing the last fifty percent (50%) of the required Restoration. The Restoration Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 7.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Restoration Retainage shall not be released until the Casualty Consultant certifies to Administrative Agent that the Restoration has been completed in accordance with the provisions of this Section 7.4(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Administrative Agent receives evidence reasonably satisfactory to Administrative Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Restoration Retainage, provided, however, that Administrative Agent will release the portion of the Restoration 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 Administrative Agent 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, and 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 Administrative Agent or by the title company insuring the lien of the Security Instrument. If reasonably required by Administrative Agent, the release of any such portion of the Restoration Retainage shall be approved by the surety company, if any, in collecting samewhich has issued a payment or performance bond with respect to the contractor, subcontractor or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever the case may bematerialman.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; provided that no Major Default or Event receipt of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a Borrower’s written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is are equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration subject to the conditions of and in accordance with the provisions of this Section 10.038.4. The term “Net Proceeds” for purposes of this Article X Section 8.4 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent pursuant to the Policies Lender as a result of such damage a Casualty (excluding insurance proceeds from rent loss, liability or destructionworkers’ compensation coverage), after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Insurance Proceeds”), or (ii) the net amount of the Condemnation AwardAward as a result of a Condemnation, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees and disbursements), if any, in collecting samethe same (“Condemnation Proceeds”), whichever the case may be.

Restoration. In the event there shall be a Net Award or Net Insurance Proceeds, such Net Award or Net Insurance Proceeds shall constitute Net Available Cash and shall be invested in Additional Assets (awhich may include performance of a restoration (each, a “Restoration”) If each of the Net Proceeds Premises and the cost of completing the Restoration shall be not more than the Insurance Threshold Amount, the Net Proceeds will be disbursed by the Administrative Agent to the Borrower upon receipt; provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X. (bEquipment) If either the Net Proceeds or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of Section [3.5] of the Indenture. In the event Mortgagor elects to perform any Restoration contemplated by this Section 10.03. The term “subsection (c), Mortgagee shall release such Net Proceeds” for purposes of this Article X shall mean: (i) the net amount of all Award or Net Insurance Proceeds received to Mortgagor as soon as practicable following receipt of any required documentation contemplated by the Administrative Agent pursuant to the Policies as a result of such damage or destruction, after deduction Section [3.5] of the Administrative Agent’s reasonable out-of-pocket costs and expenses (includingIndenture, but not limited toin no event more than 30 days following such receipt. If Mortgagor has elected to perform a Restoration, reasonable counsel fees)Mortgagor shall, if anywithin 360 days following the date of its receipt of any proceeds in respect of a Destruction or Taking, in collecting same, or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever as the case may be, complete such Restoration of that portion or portions of the Premises and Equipment subject to such Destruction or affected by such Taking so that, upon the completion of the Restoration, the Premises and Equipment will be in the same condition and shall be of at least equal value and utility for its intended purposes as the Premises and Equipment were immediately prior to such Destruction or Taking. Mortgagor shall so complete such Restoration with its own funds to the extent that the amount of any Net Award or Net Insurance Proceeds is insufficient for such purpose. Any Net Available Cash not applied to a Restoration or invested in Additional Assets shall constitute Excess Collateral Proceeds pursuant to the Indenture and applied in accordance with the provisions thereof.

Restoration. The following provisions shall apply in connection with the Restoration of any Individual Property: (a) If each of Subject to Section 7.4(d) hereof, if the Net Proceeds shall be less than the Restoration Threshold and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold AmountRestoration Threshold, then the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Section 7.4(b) (i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.. (b) If either Subject to Section 7.4(d) hereof, if the Net Proceeds are equal to or greater than the Restoration Threshold or the costs cost of completing the Restoration is equal to or greater than the Insurance Threshold AmountRestoration Threshold, the Administrative Agent then Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.037.4. The term “Net Proceeds” for purposes of this Article X shall mean: (i1) the net amount of all Insurance Proceeds received by insurance proceeds payable to or for the Administrative Agent pursuant to the Policies benefit of Borrower as a result of such damage or destructiona Casualty to any Individual Property, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel attorneys’ fees), if any, in collecting samesuch insurance proceeds (“Insurance Proceeds”), or (ii2) the net amount of the Condemnation Award, after deduction of the Administrative AgentLender’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesattorneys’ fees and expenses), if any, in collecting samesuch Award (“Condemnation Proceeds”), whichever the case may be.

Restoration. The following provisions shall apply in connection with the Restoration of the Property: (a) If each of the Net Proceeds shall be less than $500,000 and the cost costs of completing the Restoration shall be not more less than the Insurance Threshold Amount$500,000, the Net Proceeds will be disbursed by the Administrative Agent Lender to the Borrower upon receipt; , provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs all of the Restoration, the conditions set forth in Subsection 4.3(b)(i) are met and Borrower delivers to the Administrative Agent Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X.Security Instrument. (b) If either the Net Proceeds are equal to or greater than $500,000 or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount$500,000, the Administrative Agent Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03Subsection 4.3(b). The term “Net Proceeds” for purposes of this Article X Section 4.3 shall mean: (i) the net amount of all Insurance Proceeds insurance proceeds received by the Administrative Agent Lender pursuant to the Policies Subsections 3.2(a)(i), (iv), and (vi) of this Security Instrument as a result of such damage or destructiondestruction (or any proceeds of self-insurance maintained in lieu of such insurance policies), after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Insurance Proceeds”), or (ii) the net amount of the Condemnation Awardall awards and payments received by Lender with respect to a taking referenced in Section 3.5 of this Security Instrument, after deduction of the Administrative Agent’s its reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting samesame (“Condemnation Proceeds”), whichever the case may be. (i) The Net Proceeds shall be made available to Borrower for the Restoration provided that each of the following conditions are met: (A) no Event of Default shall have occurred and be continuing under the Note, this Security Instrument or any of the other Loan Documents; (B) (1) in the event of the Net Proceeds are Insurance Proceeds, less than fifty percent (50%) of the total floor area of the Improvements has been damaged, destroyed, or rendered unusable as a result of such fire or other casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property; (C) Leases demising in the aggregate a percentage amount equal to or greater than fifty percent (50%) (with respect to casualties) or ninety percent (90%) (with respect to condemnation) of the total net rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty, as the case may be, shall remain in full force and effect during and after the completion of the Restoration; (D) Borrower shall have commenced the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after the settlement of the related insurance claim or determination of the condemnation award) and shall diligently pursue the same to satisfactory completion; (E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note at the Applicable Interest Rate (as defined in the Note), which will be incurred with respect to the Property as a result of the occurrence of any such fire or other casualty or taking, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Subsection 3.2(a)(iii), if applicable, or (3) by other funds of Borrower; (F) Lender shall be satisfied that following the completion of the Restoration, the ratio of sustainable net cash flow for the Property (after deduction for underwritten reserves) to debt service payable under the Note shall be at least 1.20 to 1.00; (G) Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (1) twelve (12) months prior to the Maturity Date (as defined in the Note), (2) twelve (12) months after the occurrence of such fire or other casualty or taking, whichever the case may be, (3) the earliest date required for such completion under the terms of any Leases which are required in accordance with the provisions of this Subsection 4.3(b) to remain in effect subsequent to the occurrence of such fire or other casualty or taking, whichever the case may be, and the completion of the Restoration or (4) such time as may be required under any applicable zoning laws, ordinances, rules or regulations in order to repair and restore the Property to the condition it was in immediately prior to such fire or other casualty or to as nearly as possible the condition it was in immediately prior to such taking, as applicable; (H) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable zoning laws, ordinances, rules and regulations; (I) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable laws, rules and regulations; and (J) such fire or other casualty or taking, as applicable, does not result in the loss of access to the Property or the Improvements. (ii) The Net Proceeds shall be held by L▇▇▇▇▇ and, until disbursed in accordance with the provisions of this Subsection 4.3(b), shall constitute additional security for the Obligations. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company insuring the lien of this Security Instrument. (iii) All plans and specifications required in connection with the Restoration shall be subject to prior review and approval in all respects by L▇▇▇▇▇ and by an independent consulting engineer selected by L▇▇▇▇▇ (the “Casualty Consultant”), which approval shall not be unreasonably withheld or delayed. Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and acceptance by L▇▇▇▇▇ and the Casualty Consultant, which approval shall not be unreasonably withheld or delayed. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” as used in this Subsection 4.3(b) shall mean an amount equal to 10% of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Subsection 4.3(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Subsection 4.3(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage, provided, 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, and 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 L▇▇▇▇▇ or by the title company insuring the lien of this Security Instrument. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Restoration. (a) If each of the Net Proceeds and the cost of completing the Restoration shall be not more than the Insurance Threshold Amount, the Net Proceeds will be disbursed by the Administrative Agent to the Borrower upon receipt; provided that no Major Default or Event of Default then exists and, except where the Restoration has already been completed by the Borrower and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Borrower thereafter commences and diligently proceeds with the Restoration thereof in compliance with Section 8.07 and this Article X. (b) If either the Net Proceeds or the costs of completing the Restoration is equal to or greater than the Insurance Threshold Amount, the Administrative Agent shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: (i) the net amount of all Insurance Proceeds received by the Administrative Agent pursuant to the Policies as a result of such damage or destruction, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees of outside counsel), if any, in collecting same, or (ii) the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel feesfees of outside counsel), if any, in collecting same, whichever the case may be.

Restoration. (ai) If each Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower by the Trustee (upon the instruction of the Administrative Agent), in the event that the Net Available Amount is less than or equal to $5,000,000. (ii) Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower by the Trustee (upon the instruction of the Administrative Agent) in the event that the Net Available Amount is greater than $5,000,000 but less than or equal to $15,000,000 if the Independent Engineer shall have delivered to the Administrative Agent and the cost of completing Collateral Agent a certificate to the Restoration shall be not more than the Insurance Threshold Amount, effect that the Net Available Amount deposited in the Loss Proceeds will Account is sufficient (together with all other monies reasonably expected to be disbursed available to the Borrower as determined by the Administrative Agent in consultation with the Independent Engineer), in the reasonable opinion of the Independent Engineer, for such Restoration. Amounts made available to the Borrower for Restoration shall only be utilized for Restoration upon receipt; provided that no Major Default or Event receipt of Default then exists the invoices and/or other evidence of the costs associated with such Restoration and, except where the Restoration has already been completed if not so utilized within ninety (90) days of receipt of such amounts by the Borrower (or within such longer period as may be necessary to achieve such Restoration as determined by the Independent Engineer), shall be used to prepay the Loans. (iii) Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower by the Administrative Agent in the event that the Net Available Amount is greater than $15,000,000 if (A) the Borrower shall submit a plan for Restoration as soon as commercially practicable, but in no event more than sixty (60) days after the occurrence of such Event of Loss and the Borrower seeks reimbursement for costs of the Restoration, the Borrower delivers Independent Engineer shall have delivered a certificate to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement; and the Collateral Agent to the effect that the Borrower thereafter commences plan of Restoration is prudent and diligently proceeds with the Restoration thereof in compliance with Section 8.07 sound and this Article X. (b) If either the Net Available Amount deposited in the Loss Proceeds or the costs of completing the Restoration Account is equal sufficient (together with all other monies reasonably expected to or greater than the Insurance Threshold Amount, the Administrative Agent shall make the Net Proceeds be available for the Restoration in accordance with the provisions of this Section 10.03. The term “Net Proceeds” for purposes of this Article X shall mean: (i) the net amount of all Insurance Proceeds received as determined by the Administrative Agent pursuant in consultation with the Independent Engineer), in the reasonable opinion of the Independent Engineer, for such Restoration and (B) the Majority Lenders have consented to such use of the Net Available Amount. Amounts made available to the Policies as a result of such damage or destruction, after deduction Borrower for Restoration shall only be utilized for Restoration upon receipt of the Administrative Agent’s reasonable out-of-pocket invoices and/or other evidence of the costs and expenses associated with such Restoration and, if not so utilized in ninety (including, but not limited to, reasonable counsel fees90) days after approval of the plan of Restoration (or within such longer period as may be necessary to achieve such Restoration as determined by the Independent Engineer), if any, in collecting same, or (ii) shall be used to prepay the net amount of the Condemnation Award, after deduction of the Administrative Agent’s reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same, whichever the case may beLoans.