Common use of Restoration Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Restoration. The Restoration Fund If a fire or other casualty occurs on the Premises during the Term, Tenant shall be disbursed by promptly undertake to determine the Trustee extent of the same and the estimated cost and time to perform repairs, restoration, replacement or alterations of the applicable portions of the Premises in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements provisions of this Lease. The Trustee Tenant shall not release funds from the Restoration Fund unless and until it has received a written authorization from notify Landlord approving such release, which of ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all ’s estimation of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (cost and time as soon as reasonably practicable, but in no event less later than 5% sixty (60) days after the occurrence of the expected fire or other casualty. If the Premises, or any part thereof, is damaged by fire or other casualty during the Term and this Lease is not terminated pursuant to section 11.2, Tenant shall repair costsuch damage and restore the Premises (including, if Tenant desires, as determined at Tenant’s sole discretion, any alterations, additions, fixtures or improvements made by Tenant) to substantially the same condition in which the Premises existed before the occurrence of such fire or other than general conditionscasualty and this Lease shall, until subject to this section 11.1, remain in full force and effect. Tenant shall not be required to repair or replace any or all of Tenant’s movable furniture, equipment, trade fixtures and personal property. If such fire or other casualty damages the Restoration Premises or common areas of the Property necessary for Tenant’s use and occupancy of the Premises and if such damage is 50% complete). (f) The Restoration Fund not the result of the negligence or willful misconduct of Tenant or Tenant’s agents, employees, contractors, licensees or invitees, then, during the period the Premises is rendered unusable by such damage, Tenant shall be held entitled to a reduction in Base Rent in the proportion that the area of the Premises rendered unusable by such damage bears to the Trustee total area of the Premises. Landlord shall not be obligated to repair any damage to, or to make any replacement of, the Premises or any part thereof, or any of Tenant’s movable furniture, equipment, trade fixtures or personal property in the Premises. If there are proceeds of insurance in excess of that required to repair or replace the Premises as required by this section 11.1, upon receipt by Landlord of satisfactory evidence that the repair work required under this section 11.1 has been fully completed and paid for and that the last day for filing any mechanic’s or materialmen’s liens has passed without the filing of any, or if filed, any such lien has been released, any remaining amount of such proceeds of insurance shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide paid to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount as their respective interests may appear. If a fire or other casualty occurs, there is a substantial possibility that immediate emergency repairs will be required to BE 543 154 EUL Final 120511 SAA2 – 402658 eliminate defective or dangerous conditions and to comply with Applicable Laws or Environmental Law pending settlement of the Net Proceeds or the Net Award, as applicable, insurance claims and Tenant Insurance Payment available prior to procuring bids for such Restoration, either, at Tenant’s option and determination, the amount performance of such excess shall be paid by Tenant repair work. Notwithstanding any provision of this Article 11 to the Trustee to be added to the Restoration Fund or contrary, Tenant shall fund at its own expense promptly undertake such emergency repair work after a fire or other casualty as is necessary or appropriate under the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration circumstances to eliminate defective or dangerous conditions and to comply with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordApplicable Laws or Environmental Law.

Restoration. The (a) If any Net Award is in excess of $1,000,000, Landlord (or Lender if required by any Mortgage) shall hold the Net Award in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications and a budget for the Restoration restoration shall have been approved by Landlord and (B) Landlord and Lender shall be approved by provided with mechanics’ lien insurance (if reasonably available) and reasonably acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety reasonably acceptable to Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans name Landlord and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required Lender as a result of current zoning and building code requirements.additional dual obligees; (bii) At at the time of any disbursement, no Event of Default shall exist and and, unless Tenant is exercising its rights under Paragraph 14, no mechanics’ or materialmen’s Liens liens shall have been filed against any of the Leased Premises and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.unless any such has been “bonded over”; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (C) contractors’ and subcontractors’ sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (3E) other reasonable evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien claims.and materialmen’s lien claims as a result of non-payment by or on behalf of Tenant; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of a duly authorized officer of Tenant or Tower, describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall Landlord may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, until fifty percent (50%) completion which shall be not less than the cost of completing held until restoration is fully completed; (vi) the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant Fund shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after not be commingled with Landlord’s request therefor), free other funds and clear of all Liensshall bear interest at a rate agreed to by Landlord and Tenant; and (vii) such other reasonable conditions as Landlord or Lender may impose. (hb) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award shall be paid deemed to be disbursed prior to any amount added by Tenant; . (c) If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum (the “Remaining Sum”) shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a Taking shall be paid to LandlordLender.

Restoration. The 8.18.1 So long as no Breach Event exists, any Net Award up to and including £500,000 in respect of any Casualty or Compulsory Acquisition shall be paid by the Landlord or the Lender to the Tenant and the Tenant shall restore the Premises to the condition required by this Lease. 8.18.2 If any Net Award is in excess of £500,000 in respect of any occurrence, the Landlord or Lender may hold the entire Net Award in a fund (the Restoration Fund) and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications and a budget for the Restoration restoration shall have been approved by the Landlord and (B) the Landlord shall be approved by provided with ▇▇▇▇▇▇▇’▇ ▇▇▇▇ insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a guarantee acceptable to the Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to name the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.additional co-beneficiaries; (bii) At at the time of any disbursement, no Breach Event of Default shall exist and no mechanics’ or materialmen’s Liens ▇▇▇▇▇▇▇’▇ liens (other than those liens that arise automatically under the Law) shall have been filed against any of the Premises and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.undischarged; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (C) contractors’ and subcontractors’ statements as to completed work and the cost thereof for which payment is requested, and (3D) other reasonable evidence of cost and payment so that the Landlord can verify that the amounts disbursed from time to time are represented by work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien retention of title lien and other claims.; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant the Tenant, signed by an authorised representative of the Tenant, describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) stating that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that the Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall the Landlord may retain a commercially reasonable retainage amount ten per cent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund until the work is fully completed; (vi) if the Restoration Fund is held by the TrusteeLandlord, plus any the Restoration Fund shall not be combined with the Landlord’s other funds contributed thereto by ▇▇▇▇▇▇, at its option, and shall bear interest (which shall be not less than the cost of completing added to the Restoration Fund) at a rate available a bank selected by Landlord for day-in, day-out deposits; and (vii) such other reasonable conditions as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to the Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liensmay impose. (h) In addition, prior 8.18.3 Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by the Landlord and the Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by the Landlord, be paid by the Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in so added by the Restoration Fund Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to the Tenant. For purposes of determining the source of funds with respect to the disbursement of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award and/or the insurance proceeds shall be paid deemed to be disbursed prior to any amount added by the Tenant; . 8.18.4 If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the work and any refund to a Taking Tenant pursuant to clause 8.18.3, such sum shall be paid to retained by the Landlord.

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

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

Restoration. The (a) If any Net Award is in excess of the Threshold Amount, Landlord (or Lender if required by any Mortgage) shall hold the Net Award in a fund (the "Restoration Fund") and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications and a budget, which budget may include a redevelopment fee payable to Tenant or its designee, for the Restoration restoration shall be have been approved by Landlord, which approval (B) Landlord and Lender shall not be unreasonably withheld or delayedprovided with mechanics' lien insurance (if available) and performance and payment bonds in customary form and amounts issued by a surety reasonably acceptable to Landlord, and which approval name Landlord and Lender as additional dual obligees, and (C) if the Related Premises being restored is the Pennsylvania Premises, appropriate waivers of mechanics' and materialmen's liens shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.have been filed; (bii) At at the time of any disbursement, no Event of Default Default, shall exist and no mechanics’ ' or materialmen’s Liens 's liens (other than those being contested in compliance with Paragraph 14) shall have been filed against the applicable Related Premises and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.undischarged; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates ' certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (C) contractors' and subcontractors' sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (3E) other reasonable evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien ' and materialmen's lien claims.; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant Tenant, signed by the president or a vice president of Tenant, describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in additionalso stating that, state that to the best knowledge of such person, the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall Landlord may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by until the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing restoration is fully completed; (vi) the Restoration Fund shall not be commingled with Landlord's other funds and shall bear interest at a rate agreed to by Landlord and Tenant; and (vii) such other reasonable and customary conditions as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liensor Lender may impose. (hb) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award shall be paid deemed to be disbursed prior to any amount added by Tenant; . (c) If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a Taking shall be paid to LandlordLender.

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

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

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

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

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

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

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

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount$500,000, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed, ; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens liens shall have been filed and remain undischarged or unbonded (provided, however, that no release or for which Tenant bond shall fail be required in the event that the title company shall have committed to provide affirmative title insurance coverageinsure over such lien). (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1i) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2ii) partial releases of Liens or conditional Lien waiversliens, and (3iii) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) stating that no Event of Default exists and that no mechanics’ or materialmen’s Liens liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ Landlord agrees to promptly give if ▇▇▇▇▇▇ Tenant has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, Restoration Fund until the Restoration is at least fifty percent (50% %) complete), and thereafter five percent (5%) until the Restoration is substantially complete. (f) The Restoration Fund shall be held by the Trustee and shall be invested in Permitted Investments, as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇Tenant, at its option, shall be not less than the estimated cost of completing the Restoration, free and clear of all Liens. However, notwithstanding anything to the contrary contained in this Lease, at no time shall Tenant be required to pay any amounts into the Restoration Fund, including, without limitation, any deductibles under any insurance policies so long as the Restoration Fund remains In Balance. The Restoration Fund shall be deemed to be “In Balance” only at such time, and from time to time, that the remaining amount of the Restoration Fund equals or exceeds the cost of completing the Restoration, free and clear of Liens (as reasonably estimated by ▇▇▇▇▇▇Tenant, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor). In lieu of making any payments into the Restoration Fund, free and clear Tenant may contribute funds directly toward the cost of all Liensthe Restoration in order to bring the Restoration Fund In Balance. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or Proceeds, the Net Award, as applicable, Restoration Award and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationIn Balance. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Net Proceeds and Restoration Fund Award (the aggregate of which being herein defined as the “Restoration Fund”) shall be disbursed by the Trustee in accordance with the following conditionsconditions or as otherwise required by any Loan Document: (a) If the cost of Restoration will exceed the Threshold Amount$500,000.00, prior to commencement of the Restoration Restoration, if required by the Landlord, the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed, ; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable, and which approval will be conclusively deemed granted if Landlord fails, within fifteen (15) days following Landlord’s receipt of Tenant’s request (accompanied by copies of the plans and specifications for such Restoration) to grant or to reasonably withhold (with reasons stated) such approval. Landlord will not withhold its consent The foregoing Five Hundred Thousand Dollar ($500,000.00) threshold amount shall be increased one and one-half percent (1.5%) for variations to each Lease Year during the Improvements required as a result of current zoning and building code requirementsTerm. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverageunbonded. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, evidence of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2) partial releases of Liens or conditional Lien waiversliens and/or partial waiver of lien as local law and custom may dictate, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists therewith and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, Restoration Fund until the Restoration is at least fifty percent (50% %) complete), and thereafter five percent (5%) until the Restoration is substantially complete. (f) The Restoration Fund shall be held kept in a separate interest-bearing federally insured account by the Trustee and shall be invested as directed or by Landlord. All interest shall become a part of the Restoration FundLender. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, Trustee plus any funds contributed thereto by ▇▇▇▇▇▇, at its optionTenant, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Restoration, free and clear of all Liensliens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or and the Net Award, as applicable, and Tenant Insurance Payment Restoration Award available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord, excepting excess funds paid by Tenant to Trustee in accordance with the preceding sentence, which funds shall be returned to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration, the Net Proceeds or the Restoration Award shall be deemed to be disbursed prior to any amount added by Tenant.

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

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

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

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

Restoration. The (a) In the event that the Lease is not terminated as a result of any Condemnation or Casualty as provided in Section 17 above, Landlord shall hold any Net Award in excess of $500,000 in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications for the Restoration restoration shall be have been approved by Landlord, which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned, and which approval (B) if requested by Landlord, Landlord shall be granted provided with acceptable performance and payment bonds which insure completion of and payment for the restoration, are in an amount and form and have a surety acceptable to the extent that the plans Landlord, and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. name Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.additional dual obligees; (bii) At at the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens liens shall have been filed against the Leased Premises and remain undischarged or unbonded or for which Tenant shall fail undischarged, subject to provide affirmative title insurance coverage.Tenant’s rights under Section 14 hereof; (ciii) Disbursements disbursements shall be made from time to time monthly in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (C) contractors’ and (3) other reasonable evidence of subcontractors’ sworn statements as to completed work and the cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, thereof for which payment is requested and (D) a satisfactory bring-down of title insurance; (iv) each request for disbursement shall be accompanied by a certificate of Tenant, signed by an officer of Tenant, describing the work for which payment is requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall Landlord may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by until the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing restoration is fully completed; (vi) the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant Fund shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after not be commingled with Landlord’s request therefor), free other funds and clear of all Liensshall bear interest at a rate agreed to by Landlord and Tenant; (vii) such other customary reasonable conditions as Landlord may reasonably impose. (hb) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, within ten (10) days following written request by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense provide Landlord with reasonable adequate security to secure the costs payment of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restorationexcess as and when required. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award shall be paid deemed to be disbursed prior to any amount added by Tenant; . (c) If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the restoration and any refund to a Taking Tenant pursuant to Section 18(b), such sum shall be paid to retained by Landlord.

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

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

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

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

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

Restoration. The (a) Subject to the rights of any Lender under its Loan Documents, Landlord shall hold Net Award in excess of $1,000,000, or any Net Award of $1,000,000 or less if an Event of Default then exists, in a fund (the "RESTORATION FUND") and disburse amounts from the Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, the architects, general contractor(s)contracts, and contractors, plans and specifications for the Restoration restoration shall be have been approved by Landlord, which such approval shall not to be unreasonably withheld withheld, conditioned or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (bii) At at the time of any disbursement, no Event of Default shall exist and disbursement no mechanics’ ' or materialmen’s Liens 's liens shall have been filed against any of the Leased Premises and remain undischarged or unbonded or except for which Tenant shall fail to provide affirmative title insurance coverage.liens that are being contested in accordance with Paragraph 14; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement time, upon receipt of (1A) reasonably satisfactory evidence, including architects’ certificates evidence of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance material compliance with the contracts and the contracts, plans and specifications, (2B) partial releases sworn statements and waivers of Liens or conditional Lien waiversliens, and (3C) other reasonable evidence of cost and payment reasonably requested by Landlord so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien claims.' and materialmen's lien claims except for claims being contested in accordance with Paragraph 14; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from ; (v) if the Restoration Fund unless and until it has received a written authorization from Landlord approving such releaseis held by Landlord, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall not be held by the Trustee commingled with Landlord's other funds and shall be invested as directed bear interest at a rate agreed to by Landlord. All interest shall become a part Landlord and Tenant; and (vi) if at any time the estimated total cost of completion of the Restoration Fund. (g) At all times Work exceeds the undisbursed balance of the Restoration Fund then held by the TrusteeLandlord, plus Tenant shall immediately deposit with Landlord an amount equal to such excess and any funds contributed thereto by ▇▇▇▇▇▇, at its option, such sums paid to Landlord shall be not less than the cost treated as part of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis Fund for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear all purposes of all Liensthis Lease. (hb) In addition, prior to commencement of Restoration and at If any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking the restoration, such sum shall be paid to retained by Landlord.

Restoration. The (a) If any Net Award is in excess of $1,000,000, Landlord (or Lender if required by any Mortgage) shall hold the Net Award in a fund (the "Restoration Fund") and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications and a budget for the Restoration restoration shall have been approved by Landlord and (B) Landlord and Lender shall be approved by provided with mechanics' lien insurance (if reasonably available) and reasonably acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety reasonably acceptable to Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans name Landlord and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required Lender as a result of current zoning and building code requirements.additional dual obligees; (bii) At at the time of any disbursement, no Event of Default shall exist and and, unless Tenant is exercising its rights under Paragraph 14, no mechanics’ ' or materialmen’s Liens 's liens shall have been filed against any of the Leased Premises and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.unless any such has been "bonded over"; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates ' certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (C) contractors' and subcontractors' sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (3E) other reasonable evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien claims.' and materialmen's lien claims as a result of non-payment by or on behalf of Tenant; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of a duly authorized officer of Tenant or Tower, describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall Landlord may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, until fifty percent (50%) completion which shall be not less than the cost of completing held until restoration is fully completed; (vi) the Restoration Fund shall not be commingled with Landlord's other funds and shall bear interest at a rate agreed to by Landlord and Tenant; and (vii) such other reasonable conditions as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liensor Lender may impose. (hb) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award shall be paid deemed to be disbursed prior to any amount added by Tenant; . (c) If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum (the "Remaining Sum") shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a Taking shall be paid to LandlordLender.

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

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

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of the Property: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of Net Proceeds shall be less than the Restoration Threshold and the architects, general contractor(s), and plans and specifications for costs of completing the Restoration shall be approved less than the Restoration Threshold, the Net Proceeds will be disbursed by LandlordLender to Borrower upon receipt, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent provided that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence all of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations conditions set forth in Section 7.4(b)(i) are met and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Improvements required as a result Restoration in accordance with the terms of current zoning and building code requirementsthis Agreement. (b) At Unless the time terms of any disbursementthe Walgreen Lease require that Net Proceeds be used for the restoration of the Walgreen Property, if the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 7.4. (i) The Net Proceeds shall be made available for Restoration provided that each of the following conditions are met: (A) no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.be continuing; (cB) Disbursements shall Unless the terms of an Existing Lease require that Net Proceeds be made from time to time in an amount not exceeding used for the hard and soft cost restoration of the work and costs incurred since the last disbursement upon receipt of affected Individual Property, (1) satisfactory evidencein the event the Net Proceeds are insurance proceeds, including architects’ certificates less than thirty percent (30%) of the stage each of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewithfair market value of the affected Individual Property as reasonably determined by Lender, and (ii) that the rentable area of the affected Individual Property has been damaged, destroyed or rendered unusable as a result of a Casualty or (2) in the event the Net Proceeds are condemnation proceeds, less than ten percent (10%) of each of (i) the fair market value of the affected Individual Property as reasonably determined by Lender and (ii) the rentable area of the affected Individual Property is taken, such land is located along the perimeter or periphery of the affected Individual Property, no Event portion of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbondedthe Improvements is located on such land, and such taking does not materially impair the existing access to the affected Individual Property; (iiiC) that Tenant Leases demising in the aggregate a percentage amount equal to or greater than 75% of the total rentable space in the affected Individual Property which has not previously received payment for been demised under executed and delivered Leases in effect as of the date of the occurrence of such work fire or expense; other casualty or taking, whichever the certificate to be delivered by Tenant upon case may be, shall remain in full force and effect during and after the completion of the work shallRestoration, in additionnotwithstanding the occurrence of any such Casualty or Condemnation, state whichever the case may be, and Borrower furnishes to Lender evidence satisfactory to Lender that all Tenants under Major Leases shall continue to operate their respective space at the work that is Property after the subject completion of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee Restoration; (D) Borrower shall not release funds from commence the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount as soon as reasonably practicable (but in no event less later than 5% ninety (90) days after the issuance of a building permit with respect thereto or as required by the applicable Lease, whichever is earlier) and shall diligently pursue the same to satisfactory completion in compliance with all Applicable Laws, in all material respects, including, without limitation, all applicable Environmental Laws; (E) Unless the terms of an Existing Lease require that Net Proceeds be used for the restoration of the expected repair costaffected Individual Property, 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 than general conditionscasualty or taking will be covered out of (1) the Net Proceeds, until (2) the Restoration is 50% complete).insurance coverage referred to in Section 7.1(a)(iii) above, or (3) by other funds of Borrower; (fF) The Restoration Fund Unless the terms of an Existing Lease require that Net Proceeds be used for the restoration of the affected Individual Property, Lender shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trusteesatisfied that, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for upon the completion of the Restoration, the fair market value and cash flow of the affected Individual Property will not be less than the fair market value and cash flow of the affected Individual Property as the same existed immediately prior to the applicable Casualty or Condemnation (assuming the affected portion of the affected Individual Property is relet within a reasonable period after the date of such Casualty or Condemnation); (G) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Anticipated Repayment Date, (2) the expiration of the insurance coverage referred to in Section 7.1(a)(iii) above, (3) such time as may be required under applicable zoning law, ordinance, rule or regulation in order to repair and restore the affected Individual Property to the condition it was in immediately prior to such fire or other casualty or taking, or (4) the earliest date required for such completion under the terms of any Material Agreements or REA; (H) the affected Individual Property and the use thereof after the Restoration will be in compliance with and permitted under any REA, any Material Agreements and all Applicable Law; (I) the Restoration shall be done and completed in an expeditious and diligent fashion and in compliance with any REA, any Material Agreements and all Applicable Law; and (J) Lender shall be satisfied that making the Net Proceeds available for Restoration shall be permitted pursuant to REMIC Requirements. (ii) The Net Proceeds shall be held by Lender 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. Any sum The Net Proceeds (other than the Rent Loss 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 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 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 issuing the Title Insurance Policy. (iii) All plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Lender (not to be unreasonably withheld) and by an independent consulting engineer selected by Lender (the “Casualty Consultant”). All such plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration shall be assigned to Lender as additional collateral for the Loan and Lender shall have the use of the same. The identity of the contractors, subcontractors and materialmen engaged in the Restoration Fund shall be subject to prior review and acceptance by Lender and the Casualty Consultant (not to be unreasonably withheld). 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. Borrower shall have the right to settle all claims under the Policies jointly with Lender, provided that (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 remains 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, Lender shall, at its election, have the exclusive right to settle or adjust any claims made under the Policies in the event of a Casualty. (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 Restoration Retainage. The term “Restoration Retainage” as used in this Section 7.4(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 such time as the Casualty Consultant certifies to Lender that Net Proceeds representing 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 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 Lender 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 Lender receives evidence satisfactory to Lender 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 Lender will release the portion of the Restoration Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration Fund as of the date upon which the completion 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 the Security Instrument. If required by Lender, the release of any such portion of the Restoration Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordthe contractor, subcontractor or materialman.

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

Restoration. The Restoration Fund Tenant shall return the Leased Premises to Landlord at the expiration or earlier termination of this Lease in good and sanitary order, condition and repair, free of rubble and debris, broom clean, reasonable wear and tear excepted. At the time Tenant requests Landlord’s consent to the construction or installation of any alteration, Tenant may also request in writing whether Landlord will require all or portions of such alteration to be disbursed removed by Tenant at the Trustee in accordance with expiration or earlier termination of this Lease and Landlord shall advise Tenant at the following conditions: time it provides its consent (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved if consent is granted by Landlord) whether all or any part of such alteration must be removed. If Tenant does not make such request at the time it seeks Landlord’s consent, which approval then Tenant shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed ascertain from Landlord at least thirty (30) days prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements termination of this Lease. The Trustee shall not release funds from , whether Landlord desires such alteration, or any part thereof, removed and the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all affected portion of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee Leased Premises restored to its condition prior to the making of permitted alteration, and if Landlord shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair costso desire, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that then Tenant shall provide to Landlord forthwith restore said Leased Premises or the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restorationdesignated portions thereof, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenantthe case may be, exceeds the amount of the Net Proceeds or the Net Awardto its original condition, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund entirely at its own expense, excepting normal wear and tear. All damage to the Leased Premises caused by the removal of any alteration or any of Tenant’s trade fixtures and other personal property that Tenant is permitted to remove under the terms of this Lease and/or such restoration shall be repaired by Tenant at its sole cost and expense prior to termination. All damage to the costs Leased Premises caused by the removal of such Restoration until trade fixtures and other personal property that Tenant is permitted to remove under the remaining Restoration Fund is sufficient for the completion terms of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty this Lease and/or such restoration shall be paid repaired by Tenant at its sole cost and expense prior to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordtermination.

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

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

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

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

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

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

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

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

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

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

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

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

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of the Property: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of Net Proceeds shall be less than the Restoration Threshold and the architects, general contractor(s), and plans and specifications for costs of completing the Restoration shall be approved less than the Restoration Threshold, then provided that no Event of Default has occurred and is continuing and the condition in Section 9.6 hereof has been satisfied, subject to Section 5.5 hereof, the Net Proceeds will be disbursed by LandlordLender to Borrower upon receipt. Promptly after receipt of the Net Proceeds, which approval Borrower shall not commence and 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 unreasonably withheld or delayedretained by Borrower pursuant to the terms hereof, such Net Proceeds shall, until completion of the Restoration, be held for the benefit of Lender and which approval shall be granted segregated from other funds of Borrower to be used to pay for the extent that cost of Restoration in accordance with the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirementsterms hereof. (b) At If the time Net Proceeds are equal to or greater than the Restoration Threshold or the costs of any disbursementcompleting the Restoration are equal to or greater than the Restoration Threshold, subject to Section 5.5 hereof, Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 5.4(b). (i) The Net Proceeds shall be made available for Restoration provided that each of the following conditions are met: (A) no Event of Default shall exist have occurred and be continuing beyond any applicable notice and/or cure periods; (B) (1) in the event the Net Proceeds are insurance proceeds, less than thirty percent (30%) of each of (i) fair market value of the Property as reasonably determined by Lender, and (ii) rentable area of the Property has been damaged, destroyed or rendered unusable as a result of a Casualty or (2) in the event the Net Proceeds are condemnation proceeds, less than fifteen percent (15%) of each of (i) the fair market value of the Property as reasonably determined by Lender and (ii) rentable area of the Property is taken, such land is located along the perimeter or periphery of the Property, no mechanics’ portion of the Improvements is located on such land and such taking does not materially impair the existing access to the Property; (C) Leases demising in the aggregate a percentage amount equal to or materialmen’s Liens greater than seventy-five percent (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 such fire or other casualty or taking, whichever the case may be, shall have been filed remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and Borrower furnishes to Lender evidence satisfactory to Lender that all Tenants under Major Leases shall continue to operate their respective space at the Property after the completion of the Restoration; (D) Borrower shall commence (or shall cause the commencement of) the Restoration as soon as reasonably practicable (but in no event later than thirty (30) days after the issuance of a building permit with respect thereto) and shall diligently pursue the same to satisfactory completion in compliance with all applicable Legal Requirements, including, without limitation, all applicable Environmental Laws, and the applicable requirements of the Property Documents; (E) 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 or taking will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 5.1(a)(iii) above, or (3) by other funds of Borrower; (F) Lender shall be satisfied that the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender, are sufficient to cover the cost of the Restoration; (G) Lender shall be satisfied that, upon the completion of the Restoration, the fair market value and cash flow of the Property will not be less than the fair market value and cash flow of the Property as the same existed immediately prior to the applicable Casualty or Condemnation; (H) Lender 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) nine (9) months after the occurrence of such fire or other casualty or taking, (3) the earliest date required for such completion under the terms of any Leases and the Property Documents, (4) such time as may be required under applicable Legal Requirements or (5) the expiration of the insurance coverage referred to in Section 5.1(a)(iii) above; (I) Borrower and Guarantor shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender and its counsel pursuant to the provisions of which Borrower and Guarantor shall jointly and severally guaranty to Lender the lien-free completion by Borrower of the Restoration in accordance with the provisions of this Subsection 5.4(b); (J) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements and the Property Documents; (K) the Restoration shall be done and completed in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the Property Documents; (L) the Property Documents will remain undischarged or unbonded or 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) Lender shall be satisfied that making the Net Proceeds available for which Tenant Restoration shall fail be permitted pursuant to provide affirmative title insurance coverageREMIC Requirements (including, without limitation, satisfaction of the condition in Section 9.6 hereof) and, in that regard, Lender may require Borrower to deliver a REMIC Opinion in connection therewith. (cii) Disbursements The Net Proceeds shall be made held by Lender and, until disbursed in accordance with the provisions of this Section 5.4(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 shall be disbursed by Lender to, or as directed by, Borrower from time to time in an amount not exceeding during the hard and soft cost course of the work and costs incurred since the last disbursement Restoration, upon receipt of evidence satisfactory to Lender that (1A) satisfactory evidence, including architects’ certificates all materials installed and work and labor performed (except to the extent that they are to be paid for out of the stage of completion, of the estimated cost of completion and of performance of the work to date requested disbursement) in a good and workmanlike manner in accordance connection with the contracts 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 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 issuing the Title Insurance Policy. (iii) All plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Casualty Consultant”), such acceptance not to be unreasonably withheld. Lender shall have the use of the plans and specificationsspecifications and all permits, (2) partial releases licenses and approvals required or obtained in connection with the Restoration. The identity of Liens or conditional Lien waiversthe contractors, subcontractors and (3) other reasonable evidence of cost and payment so that Landlord can verify that materialmen engaged in the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement Restoration shall be sent subject to prior review and acceptance by Tenant Lender and the Casualty Consultant, such acceptance not to Landlord be unreasonably withheld. All costs and to the Trustee, accompanied expenses incurred by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred Lender in connection therewithwith 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. Borrower shall have the right to settle all claims under the Policies jointly with Lender, provided that (iia) that no Event of Default exists beyond any applicable notice and/or cure period, (b) Borrower promptly and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, with commercially reasonable diligence negotiates a settlement of any such claims and (iiic) that Tenant the insurer with respect to the Policy under which such claim is brought has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion raised any act of the work insured as a defense to the payment of such claim. If an Event of Default exists beyond any applicable notice and/or cure period, Lender shall, at its election, have the exclusive right to settle or adjust any claims made under the Policies in addition, state that the work that is the subject event of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releaseCasualty. (eiv) The Trustee shall retain a commercially reasonable retainage amount (but in In no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall Lender be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide obligated to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount make disbursements of the Net Proceeds or in excess of an amount equal to the Net Awardcosts actually incurred from time to time for work in place as part of the Restoration, as applicablecertified by the Casualty Consultant, minus the Restoration Retainage. The term “Restoration Retainage” as used in this Subsection 5.4(b) shall mean the lesser of (a) 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, and Tenant Insurance Payment available (b) the maximum amount permitted by applicable Legal Requirements, in each case, until such time as the Casualty Consultant certifies to Lender that Net Proceeds representing 50% of the required Restoration have been disbursed. There shall be no Restoration Retainage with respect to costs actually incurred by Borrower for such work in place in completing the last 50% of the required Restoration. The Restoration Retainage shall in no event, eitherand notwithstanding anything to the contrary set forth above in this Subsection 5.4(b), at Tenant’s option and determination, be less than the amount of such excess actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Restoration Retainage shall not be paid by Tenant released until the Casualty Consultant certifies to the Trustee to be added to Lender that the Restoration Fund or Tenant shall fund at its own expense has been completed in accordance with the provisions of this Subsection 5.4(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 Lender receives evidence satisfactory to Lender that the costs of such the Restoration until the remaining Restoration Fund is sufficient for the completion have been paid in full or will be paid in full out of the Restoration. Any sum Restoration Retainage, provided, however, that Lender will release the portion of the Restoration Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration Fund as of the date upon which remains 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 the Security Instrument. If required by Lender, the release of any such portion of the Restoration Fund upon Retainage shall be approved by the completion of Restoration surety company, if any, which has issued a payment or performance bond with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordthe contractor, subcontractor or materialman.

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

Restoration. The Restoration Fund shall be disbursed by In the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement event of the Restoration partial or total damage or destruction of the architectsbuilding of which the demised premises are a part during the term hereof, general contractor(s)from any cause, and plans and specifications for except if due to the Restoration shall be approved by Landlordnegligent acts or omissions of Tenant, which approval shall not be unreasonably withheld its agents or delayedemployees, and which approval shall be granted or to the failure on the part of Tenant to perform or observe any of Tenant's covenants or conditions contained herein, Landlord shall, to the extent that of the plans proceeds available to Landlord from the insurance referred to in Section 9.3 hereof, forthwith repair and specifications depict reconstruct said building to substantially the same condition which said building was in immediately prior to such damage or destruction, provided such repairs or reconstruction can be made under then existing laws and regulations. In the event of such reconstruction, Tenant, at its sole cost and expense, shall be responsible for the repair and restoration of all items set forth in “Description of Tenant's Work" in Exhibit “B” and the replacement of its stock-in- trade, trade fixtures, furniture, furnishings and equipment, and Tenant shall commence such repair and restoration and the installation of fixtures, equipment and merchandise promptly upon delivery to it of possession of the demised premises and shall diligently prosecute such work and installation to completion. If such repairs cannot be adequately made, then Landlord may terminate this lease. With respect to any damage or destruction which Landlord is obligated to repair or may elect to repair under the terms of this Article, Tenant hereby waives the provisions of Sections of the Civil Code of the State of Nevada and any amendments thereto or of any law which may hereafter be passed by the State during the term of this lease authorizing the termination of a Restoration which is substantially similar lease upon the complete or partial destruction of the demised premises. Notwithstanding anything above to the Improvements contrary, in the event the demised premises are partially or totally damaged or destroyed by a cause or casualty other than those covered by said insurance, or by any cause at any time during the last two (2) years of the term hereof, or in the event the demised premises are, or the building in which the demised premises are situated is, damaged or destroyed by any cause or casualty to the extent of not less than thirty-three and Equipment which existed prior to one-third percent (33-1/3%) of the replacement cost thereof at the time of such damage or destruction, or if in the reasonable opinion of Landlord the restoration of the demised premises cannot be completed within six (6) months from the occurrence of the casualty damage or Takingdestruction, whichever is applicable. then Landlord will not withhold its consent for variations may elect to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which terminate this lease by giving written notice to Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to termination within ninety (90) days after the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs occurrence of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlorddamage or destruction.

Restoration. The Restoration Fund Subject to the applicable terms of the Work Letter, all Alterations upon the Premises by either party, affixed to the realty so that they cannot be removed without material damage to the Premises or the Building (collectively "Fixtures") shall be disbursed by the Trustee in accordance with property of Tenant during the following conditions: Term (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that Tenant shall have paid therefor) and shall be insured by Tenant, and upon expiration or earlier termination of this Lease shall (except as hereinafter provided) become the plans property of Landlord. To the extent that Landlord shall have paid therefor, such items shall be the property of Landlord during the Term but shall be insured by Tenant. The foregoing shall be solely for federal, state and specifications depict a Restoration which is substantially similar local income tax purposes and shall not be deemed or construed to modify in any manner the obligations of Landlord and Tenant elsewhere in this Lease, including Articles 11, 12, 16 and 17 hereof. Subject to the Improvements and Equipment which existed prior to the occurrence applicable terms of the casualty or TakingWork Letter, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result all of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements such determinations shall be made from time to time by Landlord in an amount not exceeding the hard its sole and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement absolute discretion. Nothing contained herein shall be sent deemed or construed to be a representation or warranty by Landlord that any tax deductions and/or tax credits are or will be available to Tenant to Landlord and to with respect thereto. Notwithstanding the Trusteeforegoing, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) any Fixtures shall be deemed to be part of the cost incurred in connection therewith, Premises and (ii) that no Event legal title thereto shall belong to the Port Authority upon the installation thereof, without the doing of Default exists any other act or thing, and no mechanics’ or materialmen’s Liens legal title thereto shall have been filed be and remain undischarged in the Port Authority, including upon the expiration or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements sooner termination of this Lease. The Trustee Upon the expiration or sooner termination of this Lease, all Fixtures remaining in the Premises (except as hereinafter provided) shall be surrendered with the Premises, as a part thereof. All of Tenant's movable fixtures and movable partitions, equipment, computer systems, furniture, furnishings and other items of personal property not release funds affixed to the realty that are removable without material damage to the Premises or the Building (collectively, "Tenant's Property") shall remain the property of Tenant, and shall be removed by Tenant on or before the expiration of the Term or sooner termination thereof and in case of any damage to any structural elements of the Building or Building mechanical or utility systems by reason of such removal, Tenant shall repair any such damage. If Tenant desires not to remove an item(s) of Tenant's Property, Tenant shall deliver a Notice to Landlord not less than sixty (60) days prior to the expiration of the Term specifying the item(s) of Tenant's Property which Tenant desires not to remove. If within thirty (30) days after the delivery of such Notice Landlord shall request that Tenant remove any of such item(s) of Tenant's Property, Tenant shall at its expense, on or before the expiration of the Term, remove such item(s), and in case of any damage to any structural elements of the Building or Building mechanical or utility systems by reason of such removal, Tenant shall repair any such damage. All items of Tenant's Property required to be removed by Tenant at the end of the Term remaining in the Premises after Tenant's surrender of the Premises shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord's property or may be removed from the Restoration Fund unless and until it has received a written authorization from Landlord approving such releasePremises by Landlord, which ▇▇▇▇▇▇▇▇ agrees at Tenant's expense, equal to promptly give if ▇▇▇▇▇▇ has satisfied all Landlord's Charge therefor. The foregoing obligations of the requirements set forth in this Paragraph 15 Tenant shall also be applicable in connection with such release. the earlier termination of this Lease for any reason. With respect to any Alterations within the Demised Premises, Tenant (ea) The Trustee shall retain a commercially reasonable retainage amount not be required to restore those that are of typical office nature (but in no event less than 5% of the expected repair costincluding pantry area fixtures), other than general conditions, until the Restoration is 50% complete). and (fb) The Restoration Fund shall be held by required (on the Trustee and shall be invested as directed by Landlordexpiration or earlier termination of this Lease) to restore those of an extraordinary nature (e.g., Supplemental HVAC System, structural alterations, etc.). All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior provided Tenant delivers a cover letter to commencement Landlord wherein it requests Landlord in bold type to identify such extraordinary items that Landlord will require be removed and restored on the expiration or earlier termination of Restoration this Lease, Landlord may identify same during its review of Tenant's plans for such items. If (x) Tenant does not deliver said cover letter or (y) Landlord receives said cover letter and consents to such improvements, without identifying such extraordinary items it will require be removed and restored, then Tenant shall be required to remove such extraordinary items on the expiration or earlier termination of this Lease. Notwithstanding anything herein to the contrary, Tenant shall remove all Wiring (hereinafter defined) at its expense (or, at Landlord's election, Landlord shall remove same at Tenant's expense, equal to Landlord's Charge therefor) on or before the expiration of the Term or sooner termination thereof. If Tenant permanently ceases to use any such Wiring at any time during Restorationthe Term, if the estimated cost of Restorationthen Tenant shall remove all Wiring, as reasonably determined at its expense (or, Tenant's election, Landlord shall remove same at Tenant's expense, equal to Landlord's Charge therefor). In event any damage is caused by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount reason of the Net Proceeds or the Net Awardremoval of Wiring, as applicable, and Tenant Insurance Payment available for such Restoration, eithershall, at Tenant’s option 's expense (or at Landlord's election, Landlord shall at Tenant's expense, equal to Landlord's Charge therefor) repair any such damage. "Wiring" shall mean, collectively, all vertical and determinationhorizontal data and communication wiring installed by or for Tenant, including any wiring that shall run underneath the amount floor of the Premises or that is located outside of the Premises or in the plenum above the ceiling of the Premises, but not, unless Landlord elects otherwise, any conduit through which such wiring is run. Tenant's obligation to remove Wiring shall also include any additional work required to cause all fire separations affected by such removal to be in compliance with all applicable Legal Requirements. Notwithstanding the foregoing, upon notice to Tenant prior to the end of the Term or sooner termination thereof, Landlord may elect to remove such extraordinary items and/or the Wiring at Tenant's expense, equal to Landlord's Charge therefor, provided that Landlord shall have the right to postpone such removal of such excess shall be paid by Tenant extraordinary items and/or the Wiring to a date not to exceed four (4) months after the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion end of the RestorationTerm or sooner termination thereof. Any sum in The terms of this Section 13.02 shall survive the Restoration Fund which remains in expiration of the Restoration Fund upon the completion Term or sooner termination of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordthis Lease.

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

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

Restoration. The Restoration Fund If the Demised Premises shall be disbursed damaged or destroyed, Tenant shall with reasonable diligence cause the Demised Premises to be repaired, restored and rebuilt to its former condition provided that, after deduction from such insurance proceeds of the reasonable costs and expenses, if any, incurred by Landlord in the Trustee collection of such proceeds, including without limitation the reasonable fees and disbursements of counsel to Landlord, all net proceeds of insurance received by Landlord with respect to the damage or destruction shall be made available to Tenant to be used toward the payment of repairing, rebuilding and restoring the Property so damaged or destroyed, provided that (i) in accordance with the following conditions: (a) If event such net proceeds are not adequate to cover the cost of Restoration will exceed repair, restoration or rebuilding as determined by Landlord, Tenant shall deposit with Landlord the Threshold Amount, prior to commencement amount of the Restoration difference between the architectsnet proceeds and the estimated cost of such repair, general contractor(s)restoration or replacement, and (ii) all liens, inchoate or perfected, which may arise for or from or result by reason of work, materials or equipment for or in connection with such repairs, rebuilding or restorations shall be removed by bonding, deposit or otherwise within thirty (30) days after notice to Tenant, (iii) such net proceeds shall be made available in each case only after the plans and specifications for the Restoration shall be have been submitted to Landlord and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (biv) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements payments shall be made from time said insurance funds to time in an amount not exceeding Tenant on the hard terms and soft cost conditions as may be reasonably set forth by Landlord, (v) the repairs and restorations must be completed free of all liens for work, labor or materials, and all such work must conform to all applicable laws, regulations, ordinances, rules, orders and requirements of the work federal, state and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion municipal authorities and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waiversdepartments having jurisdiction, and (3vi) other reasonable evidence Tenant covenants that it will receive such balance of cost insurance proceeds and payment so that Landlord can verify that all advances made out of such insurance proceeds as hereinabove mentioned and will have the amounts disbursed from time right to time are represented by work that is completed in place or delivered receive the same as a trust fund to be applied first for the site and free and clear purpose of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) paying the cost incurred in connection therewith, (ii) that no Event of Default exists such repair and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a restoration before using any part of the Restoration Fundsame for any other purpose. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund If the insurance proceeds are made available for restoration by Lender in its sole discretion, Borrower shall, whether or not the insurance proceeds, shall be sufficient for the purpose, restore, repair, replace, and rebuild (hereinafter referred to as "Restoration") the Premises as nearly as possible to its value, condition and character immediately prior to such damage or destruction. In such event, all insurance money paid to Lender on account of such damage or destruction, less the actual costs, fees and expenses, if any, incurred in connection with adjustment of the loss, shall be released by Lender to be applied to payment (to the extent of actual restoration performed) of the cost of the aforesaid Restoration, including the cost of temporary repairs or Restoration. If the insurance proceeds are so made available by Lender for Restoration, any surplus which may remain out of such proceeds after payment of the cost of restoration shall, at the option of Lender, be applied to the Secured Indebtedness, without prepayment premium, or be paid to any party entitled thereto and under the conditions that Lender may require. NOTWITHSTANDING THE FOREGOING, HOWEVER, SO LONG AS THERE IS NO DEFAULT AND SO LONG AS BORROWER IS PURSUING RESTORATION DILIGENTLY, BORROWER SHALL BE ENTITLED TO RECEIVE ANY INSURANCE PROCEEDS PAID OUT UNDER A POLICY COVERING BUSINESS INTERRUPTION. Insurance proceeds released for Restoration shall at Lender's option be disbursed by the Trustee in accordance with from time to time as such Restoration progresses or at one time upon completion of such Restoration subject to the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior Borrower is not then in Default under and no Default Condition then exists with respect to commencement any of the Restoration terms, covenants and conditions under the architectsNote, general contractor(s)the Mortgage, or any of the Collateral Loan Documents, and plans and specifications for the Restoration shall be approved by Landlord, which approval shall Borrower is not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence then in default under any Leases of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.Premises; and (b) At if Lender has elected to disburse such proceeds at one time upon completion of Restoration, Lender shall first be given satisfactory proof that all portions of the time of any disbursement, no Event of Default shall exist and no mechanics’ Premises affected by the loss or materialmen’s Liens shall damage have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner fully restored in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time specifications acceptable to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Lender, free and clear of all Liens.liens, except for any liens to be satisfied from such proceeds and except for the lien of the Mortgage; and (hc) In additionif Lender has elected to disburse such proceeds from time to time as Restoration progresses, prior Lender shall first be given satisfactory proof that by the expenditure of such proceeds, the Premises will be fully restored, free and clear of all liens, except as to commencement the lien of Restoration and at any time during the Mortgage, or, if such proceeds are insufficient to restore or rebuild the Premises, Borrower shall either (i) deposit promptly with Lender funds which, together with such proceeds, shall be sufficient in Lender's sole determination to complete Restoration, if or (ii) provide other assurance satisfactory to Lender that Restoration will be completed; and (d) in the estimated cost event Borrower shall fail either to pursue Restoration diligently to completion or to complete Restoration within a reasonable time, Lender, at its option, may complete Restoration for or on behalf of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord Borrower and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordpurpose may do all necessary acts.

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

Restoration. The (a) If any Net Award is in excess of One Million Dollars ($1,000,000), Landlord (or Lender if required by any Mortgage) shall hold the Net Award in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If Tenant shall commence the cost restoration as soon as reasonably practical and diligently pursue completion of Restoration will exceed the Threshold Amount, such restoration to completion; (ii) prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications and a detailed budget for the Restoration restoration shall be have been approved by Landlord, which approval such detailed budget shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent reflect that the plans and specifications depict a Restoration which Fund is substantially similar sufficient to cover the Improvements and Equipment which existed prior to the occurrence costs of the casualty or Takingrestoration, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements including any additional insurance required as a result of current zoning restoration, and building code requirements.payments of Rent due under this Lease (if Landlord reasonably determines that the Restoration Fund is insufficient to cover such costs, Tenant must deposit such required excess amount as directed by Landlord as provided in Paragraph 19(b) below), (B) Landlord and Lender shall be provided by Tenant with mechanics’ lien insurance, “owner contractor’s protective liability insurance” (if available), builder’s risk completed value insurance and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Landlord, and name Landlord and Lender as additional dual obligees, and (C) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed; (biii) At at the time of any disbursement, (A) no Event of Default shall exist exist, (B) all materials installed and work and labor performed (except to the extent being paid out of the requested disbursement) in connection with the restoration shall have been paid in full, and (C) no mechanics’ or materialmen’s Liens liens or stop orders or notices of pendency shall have been filed or threatened against the Leased Premises and remain undischarged or unbonded or for which Tenant shall fail fully bonded to provide affirmative title insurance coverage.the satisfaction of Landlord; (civ) Disbursements disbursements shall be made from time to time no more frequently than once a month and be in an amount not exceeding the hard and soft cost of the work and costs incurred Work completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work Work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (C) contractors’ and subcontractors’ sworn statements as to completed Work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance, and (3E) other reasonable evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work Work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien and materialmen’s lien claims.; (dv) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant Tenant, signed by the president or a vice president of Tenant, describing the work, materials or other costs or expenses, Work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant Work and, upon completion of the work shallWork, in addition, state also stating that the work that is the subject of the request for disbursement Work has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless Lease and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied with all of the requirements set forth in this Paragraph 15 in connection with such release.Legal Requirements; (evi) The Trustee shall Landlord may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund until the Work is fully completed; (vii) if the Restoration Fund is held by the TrusteeLandlord, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration Fund shall not be commingled with Landlord’s other funds and shall not bear interest; and (viii) such other reasonable conditions as reasonably estimated by ▇▇▇▇▇▇Landlord or Lender may impose; including without limitation, provided if the costs of restoration exceed One Million Dollars ($1,000,000) and Landlord so requests, a requirement that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Lienshire a casualty consultant. (hb) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration Work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award shall be paid deemed to be disbursed prior to any amount added by Tenant; . (c) If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum (the “Remaining Sum”) shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a Taking shall be paid to LandlordLender.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) : If the cost of Restoration will exceed the Threshold Amount$350,000, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, ; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) unbonded. Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ ' certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2) partial releases of Liens or conditional Lien waiversliens, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien ' lien claims. (d) . Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists therewith and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from may retain ten percent (10%) of the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is at least fifty percent (50% %) complete). , and thereafter five percent (f5%) until the Restoration is substantially complete. The Restoration Fund shall be held kept in a separate interest-bearing federally insured account by the Trustee and shall be invested as directed or by LandlordLender. All interest shall become a part of the Restoration Fund. (g) . At all times the undisbursed balance of the Restoration Fund held by the Trustee, Trustee plus any funds contributed thereto by ▇▇▇▇▇▇Tenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Restoration, free and clear of all Liens. (h) liens. In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or Proceeds, the Net Award, as applicable, Restoration Award and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion . For purposes of a Net Award remaining after completion determining the source of Restoration funds with respect to a Taking the disposition of funds remaining after the completion of Restoration, the Net Proceeds or the Restoration Award shall be paid deemed to Landlordbe disbursed prior to any amount added by Tenant.

Restoration. The Net Proceeds and Restoration Fund shall Award (the aggregate of which being herein defined as the "Restoration Fund") shall, unless otherwise provided in the Loan Agreement, be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount$200,000, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, ; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty Casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverageunbonded. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ ' certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2) partial releases of Liens or conditional Lien waiversliens, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien ' lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists therewith and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall Landlord or Lender may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, Restoration Fund until the Restoration is 50% substantially complete). (f) The Restoration Fund shall be held kept in a separate interest-bearing federally insured account or by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration FundLender. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, Trustee plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, Tenant shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Restoration, free and clear of all Liensliens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor Landlord or architect mutually selected by Landlord and TenantLender, exceeds the amount of the Net Proceeds or and the Net Award, as applicable, and Tenant Insurance Payment Restoration Award available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee Landlord or Lender to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect shall, subject to a casualty shall the Loan Agreement, be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) a. If the cost of Restoration will exceed the Threshold AmountThree Hundred Fifty Thousand and 00/100 Dollars ($350,000.00), prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed, ; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) b. At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens (other than notices of contract and statements of account which are in good standing and show no past due amounts) shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverageunbonded. (c) c. Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2) partial releases of Liens or conditional Lien waiversLiens, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site or up to $350,000.00 worth of materials for the Restoration of the Improvements stored off-site in a commercially reasonable manner and free and clear of mechanics’ Lien claims. (d) d. Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists therewith and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) e. The Trustee shall retain a commercially reasonable retainage amount ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, Restoration Fund until the Restoration is 50% substantially complete, and thereafter five percent (5%) until the Restoration is complete, including punchlist items in each case less the amount of any retainage held by Tenant pursuant to its applicable construction contract(s). (f) f. The Restoration Fund shall be held kept in a separate interest-bearing federally insured account by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration FundTrustee. (g) g. At all times the undisbursed balance of the Restoration Fund held by the Trustee, Trustee plus any funds contributed thereto by ▇▇▇▇▇▇Tenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Restoration, free and clear of all Liens. (h) h. In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor Landlord or architect mutually selected by Landlord and TenantLender, exceeds the amount of the Net Proceeds or Proceeds, the Net Award, as applicable, Restoration Award and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty (or in the event Restoration is not required hereunder) shall be paid to Tenant; any portion . For purposes of a Net Award remaining after completion determining the source of Restoration funds with respect to a Taking the disposition of funds remaining after the completion of Restoration, the Net Proceeds or the Restoration Award shall be paid deemed to Landlord.be disbursed prior to any amount added by Tenant

Restoration. The Restoration Fund If Mortgagee releases funds from the Collateral ----------- Account to the Company for restoration of any of the Mortgaged Property pursuant to Section 5(f) or Section 9 of this Mortgage, then such restoration shall be disbursed by the Trustee performed only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to the disbursement by Mortgagee of restoration funds from the Collateral Account and prior to the commencement of any restoration, the Restoration the architects, general contractor(s), and plans and specifications for such restoration, and a written statement detailing the Restoration budgeted costs, shall be submitted to and approved by Landlord, Mortgagee which approval shall not be unreasonably withheld or delayed; (ii) prior to making any advance of restoration funds, and which approval Mortgagee shall be granted to the extent satisfied that the plans remaining restoration funds, together with the Company's own funds from insurance or otherwise, are sufficient to complete the restoration and specifications depict a Restoration which is substantially similar to pay all related expenses, including interest on the Improvements Indebtedness and Equipment which existed prior to real estate taxes on the occurrence of the casualty or TakingPremises, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.during restoration; (biii) At at the time of any disbursementdisbursement of the restoration funds, (A) no Event of Default (as defined below) shall exist and then have occurred, (B) no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail undischarged, except those to provide affirmative title insurance coverage.be discharged by the disbursement of the requested restoration funds, provided that the Company may contest such lien subject to the same conditions as set forth in Section 4(d) of this Mortgage; (civ) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon Mortgagee's receipt of reasonably satisfactory evidence from the Company (1or its architect or contractor) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner and in accordance with the contracts plans and specifications previously approved by Mortgagee; (v) after approval of the plans and specifications, (2) partial releases of Liens or conditional Lien waiversthe Company shall begin work promptly and thereafter diligently prosecute construction in order to complete all work within such reasonable time frame as may be prescribed by Mortgagee; provided, and (3) other reasonable evidence of cost and payment so however, that Landlord can verify that if construction is -------- ------- delayed by force majeure, the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims.for completion shall be extended accordingly; (dvi) Each request for disbursement shall be sent by Tenant with respect to Landlord and to the Trusteeeach advance of restoration funds, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall Mortgagee may retain a commercially reasonable retainage amount (but in no event less than 510% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess advance as a holdback until the restoration is fully completed; (vii) the restoration funds shall earn interest and will be held in the Collateral Account; (viii) Mortgagee may impose such other reasonable conditions as are customarily imposed by construction lenders; and (ix) any restoration funds remaining shall be paid retained by Tenant Mortgagee and may be applied by Mortgagee, in its sole discretion, to the Trustee to be added to Indebtedness in the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion inverse order of the Restoration. Any sum amortization payments set forth in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordCredit Agreement.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountThree Hundred Fifty Thousand and 00/100 Dollars ($350,000.00), prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed, ; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens (other than notices of contract and statements of account which are in good standing and show no past due amounts) shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverageunbonded. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2) partial releases of Liens or conditional Lien waiversLiens, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site or up to $350,000.00 worth of materials for the Restoration of the Improvements stored off-site in a commercially reasonable manner and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists therewith and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, Restoration Fund until the Restoration is 50% substantially complete, and thereafter five percent (5%) until the Restoration is complete, including punchlist items in each case less the amount of any retainage held by Tenant pursuant to its applicable construction contract(s). (f) The Restoration Fund shall be held kept in a separate interest-bearing federally insured account by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration FundTrustee. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, Trustee plus any funds contributed thereto by ▇▇▇▇▇▇Tenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor)Restoration, free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor Landlord or architect mutually selected by Landlord and TenantLender, exceeds the amount of the Net Proceeds or Proceeds, the Net Award, as applicable, Restoration Award and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty (or in the event Restoration is not required hereunder) shall be paid to Tenant; any portion . For purposes of a Net Award remaining after completion determining the source of Restoration funds with respect to a Taking the disposition of funds remaining after the completion of Restoration, the Net Proceeds or the Restoration Award shall be paid deemed to Landlord.be disbursed prior to any amount added by Tenant

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

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If After the cost happening of Restoration will exceed any casualty to the Threshold AmountProperty, prior whether or not required to commencement be insured against under the insurance policies to be provided by Mortgagor hereunder, Mortgagor shall give prompt written notice thereof to Mortgagee generally describing the nature and cause of such casualty and the extent of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld damage to or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence destruction of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirementsProperty. (b) At Mortgagor hereby assigns to Mortgagee all Insurance Proceeds which Mortgagor may be entitled to receive. In the time event of any disbursementdamage to or destruction of the Property, no and provided (1) a Default (as defined in Exhibit "D" annexed hereto and made a part hereof) or an Event of Default does not currently exist, and (2) Mortgagee has determined that (i) its security has not been materially impaired, and (ii) the repair, restoration and rebuilding of any portion of the Property that has been partially damaged or destroyed can be accomplished within twelve (12) months from the date of such damage or destruction in full compliance with all Requirements for Restoration (as defined in Exhibit "E") to the same condition, character and general utility as nearly as possible to that existing prior to such damage or destruction and at least equal value as that existing prior to such damage or destruction (the "Restoration"), then Mortgagor shall exist commence and no mechanics’ or materialmen’s Liens diligently pursue to completion the Restoration. Mortgagee shall hold and disburse the Insurance Proceeds less (x) the reasonable cost, if any, to Mortgagee of recovering such proceeds including, without limitation, attorneys' fees and expenses, adjusters' fees and fees incurred in Mortgagee's performance of its obligations hereunder, and (y) any insurance proceeds received by Mortgagee pursuant to Section 1.05(a)(2) (the "Net Insurance Proceeds") in the manner hereinafter provided, to the Restoration. In the event that the above conditions for Restoration have not been filed met, Mortgagee may, at its option. apply the Net Insurance Proceeds to the reduction of the Secured Indebtedness in such order as Mortgagee may determine and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverageMortgagee may declare the entire Secured Indebtedness immediately due and payable. (c) Disbursements In the event the Net Insurance Proceeds are to be used for the Restoration, Mortgagor shall be comply with Mortgagee's Requirements For Restoration as set forth in Exhibit "E" attached hereto and made from time to time in an amount not exceeding a part hereof. Upon Mortgagee's receipt of a final certificate of occupancy or other evidence of approval of appropriate governmental authorities for the hard use and soft cost occupancy of the work Improvements and other evidence requested by Mortgagee that the Restoration has been completed and the costs incurred since thereof have been paid in full, and satisfactory evidence that no mechanic's or similar liens for labor or material supplied in connection with the last disbursement upon receipt Restoration are outstanding against the Property and provided that an Event of Default does not currently exist, Mortgagee shall pay any remaining Restoration Funds (1as defined in Exhibit "E") satisfactory evidencethen held by Mortgagee to Mortgagor; provided, including architects’ certificates however, nothing contained herein shall prevent Mortgagee from applying at any time the whole or any part of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered Restoration Funds to the site and free and clear curing of mechanics’ Lien claimsany Event of Default. (d) Each request for disbursement shall be sent by Tenant to Landlord and to In the Trustee, accompanied by a certificate of Tenant describing the work, materials event that Mortgagee applies all or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part any portion of the Restoration Fund. (g) At all times Funds to repay the undisbursed balance unpaid Secured Indebtedness as provided in this Section 1.07, after payment in full of the Restoration Fund held by the TrusteeSecured Indebtedness, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty Funds shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordMortgagor.

Restoration. The (a) Landlord (or Lender if required by any Mortgage) shall hold Net Award in excess of $300,000 in a fund (the "Restoration Fund") and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications for the Restoration restoration shall be have been approved by Landlord, and (B) Landlord and Lender shall be provided with acceptable performance and payment bonds which approval shall not be unreasonably withheld or delayedinsure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety reasonably acceptable to Landlord, and which approval shall be granted to the extent that the plans name Landlord and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required Lender as a result of current zoning and building code requirements.additional dual obligees; (bii) At at the time of any disbursement, no Event of Default shall exist and no mechanics’ ' or materialmen’s Liens 's liens shall have been filed against any of the Leased Premises and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.undischarged; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims.A) (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant Tenant, signed by the president or a vice president of Tenant, describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from ; (v) Landlord may retain ten percent (10%) of the restoration fund until the restoration is fully completed; (vi) if the Restoration Fund unless is held by Landlord, the Restoration Fund shall not be commingled with Landlord's other funds and until it has received shall bear interest at a written authorization from rate agreed to by Landlord approving and Tenant; and (vii) such release, which ▇▇▇▇▇▇▇▇ agrees to promptly give if ▇▇▇▇▇▇ has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releaseother reasonable conditions as Landlord or Lender may impose. (eb) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by ▇▇▇▇▇▇, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by ▇▇▇▇▇▇, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of restoration, the Net Award shall be deemed to be disbursed prior to any amount added by Tenant. (c) If any sum remains in the Restoration with respect Fund after completion of the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a casualty shall be Lender. If such sum is paid to Tenant; Lender, then Landlord shall use reasonable efforts to cause each installment of Basic Rent thereafter payable to be reduced in the same amount as payments are reduced under any Note if the Loan corresponding to such Note is reamortized to reflect such payment, in each case until such remaining sum has been applied in full or until the Term has expired, whichever occurs first. Upon the expiration of the Term, any portion of a Net Award the remaining after completion of Restoration with respect to a Taking sum which has not been so applied shall be paid to retained by Landlord.