Common use of Repair and Restoration Clause in Contracts

Repair and Restoration. If the Mortgaged Property can be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the Grantor.

Repair and Restoration. If this Lease is not terminated pursuant to this Article 11 above, Landlord shall promptly and diligently perform the Mortgaged Property can Landlord Repairs, subject to reasonable delays for Force Majeure. Such repair and restoration shall be repaired or restored to substantially the same condition that existed before the Casualty, except for any modifications required by any Restrictions. If this Lease is not terminated pursuant to this Article 11 above, then upon completion of the Landlord Repairs, Tenant, at its expense and in accordance with Article 8 above, shall repair any damage to such Tenant Improvements and/or Alterations, as existed applicable, and restore them to their condition prior to the event causing Casualty, and any insurance covering the damage to such damage Tenant Improvements and/or Alterations, as the case may be, shall be paid to or destructionretained by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its invitees, or for any injury to Tenant’s business, resulting from any Casualty or from any repair of damage resulting therefrom; provided, however, that if any Casualty damages the effect Premises or any Common Area necessary for Tenant’s access to the Premises, then, during any time that, as a result of such damage, any portion of the combination can Premises is untenantable or inaccessible and is not occupied by Tenant for the conduct of its business, the Monthly Rent shall be relieved so abated in the proportion that the status rentable square footage of such portion of the Mortgaged Property will be restored to substantially the same status as existed prior Premises bears to the event causing such condemnationtotal rentable square footage of the Premises; provided, withouthowever, in either case, jeopardizing repayment the event that only a portion of the principal Premises is untenantable or inaccessible as a result of the Casualty, but the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and interest Tenant does not conduct its business from such remaining portion, then during such time that Tenant is so prevented from effectively conducting its business therein, the Monthly Rent shall be abated entirely for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period for the conduct of its business, the Monthly Rent allocable to such reoccupied portion, based on the Indebtednessproportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable square footage of the Premises, and Grantor elects shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Tenant’s right to rent abatement under the preceding sentence shall continue until the earlier to occur of (i) the date that the repair and restore restoration of such Tenant Improvements and/or Alterations is completed by Tenant, (ii) the Mortgaged Propertydate that is reasonably determined by Landlord to be the date on which Tenant would have completed the repair and restoration of such improvements if Tenant had used reasonable diligence in connection therewith, provided Landlord can definitively show that Tenant has not proceeded with reasonable diligence, or (iii) the Proceeds will be deposited with date that Tenant recommences business operations in the Beneficiary and held in a special escrow account damaged portion of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the GrantorPremises.

Repair and Restoration. If the Mortgaged Property can be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor Mortgagor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary Mortgagee and held in a special escrow account of the Beneficiary Mortgagee to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary Mortgagee shall be disbursed by the Beneficiary Mortgagee for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary Mortgagee from the Grantor Mortgagor of (A) an architect's certificate with each draw submitted by Grantor Mortgagor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the BeneficiaryMortgagee, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor Mortgagor in the form reasonably acceptable to the BeneficiaryMortgagee; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary Mortgagee shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor Mortgagor shall pay an amount equal to the shortfall. The Grantor Mortgagor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the GrantorMortgagor, shall either be used to prepay the Indebtedness or disbursed to the GrantorMortgagor.

Repair and Restoration. If the Mortgaged Property can be repaired or restored to substantially the same condition Lease is not canceled as existed prior to the event causing such damage or destructionprovided for in this Subsection, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to then Landlord at its expense shall promptly repair and restore the Mortgaged PropertyPremises to the condition that existed immediately before the taking, except for the part taken, so as to render the Premises a complete architectural unit; provided that Landlord's repair and restoration obligations shall be limited to the repair and restoration of the Tenant Improvements to the extent of the condemnation award received for such taking. Awards and Damages. Landlord reserves all rights to damages paid because of any partial or entire taking of the Premises. Tenant assigns to Landlord any right Tenant may have to the damages or award. Further, Tenant shall not make claims against Landlord or the condemning authority for damages. Notwithstanding the foregoing however, Tenant may claim and recover from the condemning authority a separate award for Tenant's moving expenses, business dislocation damages, Tenant's personal property and fixtures, the Proceeds will be deposited with unamortized costs of leasehold improvements paid for by Tenant, and any other award that would not reduce the Beneficiary award payable to Landlord. Each party shall seek its own award, as limited by this provision, at its own expense, and held in a special escrow account neither shall have any right to the award made to the other. Temporary Condemnation. If part or all of the Beneficiary to be applied to repairPremises are condemned for a limited period of time ("Temporary Condemnation"), replace, or improve the Mortgaged Propertythis Lease shall remain in effect. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary The Base Rent and Additional Rent and Tenant's obligations for the repair, replacement, or improvement part of the Mortgaged Property upon receipt by Premises so taken shall xxxxx during the Beneficiary from Temporary Condemnation in proportion to the Grantor part of the Premises that Tenant is unable to use, and in fact does not use, in its business operations as a result of the Temporary Condemnation. Landlord shall receive the entire award for any Temporary Condemnation. In the event that a Temporary Condemnation results in Tenant being unable to use all or substantially all of the Premises for a period of more than one hundred eighty (A180) an architect's certificate with each draw submitted by Grantor stating that days, Tenant shall have the repairs, replacements, or improvements completed through right to terminate this Lease as of the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to on which the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority condemning authority takes possession of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the GrantorPremises.

Repair and Restoration. If Grantor will keep the Mortgaged Property can in first class order, repair, operating condition and appearance, causing all necessary repairs, renewals, replacements, additions and improvements to be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destructionpromptly made, or the effect of the combination can be relieved so that the status and will not allow any of the Mortgaged Property to be misused, abused or wasted or to deteriorate. Notwithstanding the foregoing, Grantor will be restored to substantially not, without the same status prior written consent of Beneficiary, (a) remove from the Mortgaged Property any fixtures or personal property covered by this Deed of Trust except such as existed prior is replaced by Grantor by an article of equal suitability and value, owned by Grantor, free and clear of any lien or security interest (except that created by this Deed of Trust), or (b) make any structural alteration to the event causing such condemnation, without, Mortgaged Property or any other alteration thereto which impairs the value thereof. If any act or occurrence of any kind or nature (including any condemnation or any casualty for which insurance was not obtained or obtainable) shall result in either case, jeopardizing repayment damage to or loss or destruction of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Grantor shall give prompt notice thereof to Beneficiary and held Grantor shall promptly, at Grantor's sole cost and expense and regardless of whether insurance or condemnation proceeds (if any) shall be available or sufficient for the purpose, commence and continue diligently to completion to restore, repair, replace and rebuild the Mortgaged Property as nearly as possible to its value, condition and character immediately prior to the damage, loss or destruction. NO OTHER LIENS. Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Beneficiary, Grantor will cause the same to be promptly discharged and released. If Beneficiary consents to the voluntary grant by Grantor of any lien, security interest, or other encumbrance (hereinafter called "SUBORDINATE MORTGAGE") covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Deed of Trust and all Leases (hereinafter defined); (2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases (as defined above) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Beneficiary; (3) Rents (as defined above), if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the payment of the Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Beneficiary may determine, prior to being applied to any indebtedness by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Mortgage or to seek the appointment of a receiver for all or any part of the Mortgaged Property shall be given to Beneficiary with or immediately after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the prior written consent of Beneficiary. OPERATION OF MORTGAGED PROPERLY. Grantor will operate the Mortgaged Property in a special escrow account good and workmanlike manner and in accordance with all legal requirements and will pay all fees or charges of any kind in connection therewith. Grantor will keep the Mortgaged Property occupied so as not to impair the insurance carried thereon. Grantor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Mortgaged Property in any manner which violates any legal requirement or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto. Grantor will not initiate or permit any zoning reclassification of the Beneficiary Mortgaged Property or seek any variance under existing zoning ordinances applicable to the Mortgaged Property or use or permit the use of the Mortgaged Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other legal requirement. Grantor will not impose any easement, restrictive covenant or encumbrance upon the Mortgaged Property, execute or file any subdivision plat or condominium declaration affecting the Mortgaged Property or consent to the annexation of the Mortgaged Property to any municipality, without the prior written consent of Beneficiary. Grantor will not do or suffer to be applied done any act whereby the value of any part of the Mortgaged Property may be lessened. Grantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by Without the Beneficiary prior written consent of Beneficiary, there shall be disbursed by no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the Beneficiary surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Grantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the repairMortgaged Property) incurred in the construction, replacementmaintenance, or improvement operation and development of the Mortgaged Property upon receipt to be promptly paid. FINANCIAL MATTERS. Grantor is solvent after giving effect to all borrowings contemplated by the Beneficiary from the Grantor of Loan Instruments and no proceeding under any debtor relief law is pending (Aor, to Grantor's knowledge, threatened) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacementsor against Grantor, or improvements completed through any affiliate of Grantor, as a debtor. All reports, statements, plans, budgets, applications, agreements and other data and information heretofore furnished or hereafter to be furnished by or on behalf of Grantor to Beneficiary in connection with the date loan or loans evidenced by the Loan Instruments (including, without limitation, all financial statements and financial information) are and will be true, correct and complete in all material respects as of their respective dates and do not and will not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. No material adverse change has occurred since the dates of such draw are practical reports, statements and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor other data in the form reasonably acceptable financial condition of Grantor or, to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority Grantor's knowledge, of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property tenant under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the Grantorany lease described therein.

Repair and Restoration. If the Mortgaged Property can be repaired Building or restored Premises, or any part thereof, is damaged by fire or other casualty during the Lease Term, and this Lease is not terminated pursuant to Section 14.2 of this Lease, Lessee shall, at its cost, repair such damage and restore the Building and Premises to substantially the same condition as in which the Building and Premises existed prior to before the event causing occurrence of such damage fire or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, other casualty and in either case, jeopardizing repayment of the principal of and interest on the Indebtednesscompliance with all laws, and Grantor elects this Lease shall, subject to this Section, remain in full force and effect. Lessee shall be obligated to repair and restore the Mortgaged PropertyBuilding and Premises whether or not insurance proceeds exist. Lessee shall keep the Premises free from any liens for work performed to repair and restore the Premises in accordance with this Lease. Lessor shall not be obligated to repair or restore the Building or the Premises for any reason, or to make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Proceeds will Building or Premises. No fire or other casualty damage to the Building or Premises, whether or not the Building or Premises is rendered unusable by such damage, shall relieve Lessee of it obligation to pay Rent or any other obligation under this Lease. Except for repair or restoration that is reasonably expected to cost less than one hundred thousand dollars ($100,000.00), all insurance proceeds recovered on account of damage or destruction to the Building or Premises shall be deposited with a depository acceptable to Lessor and Lessee (“Depository”). Lessor shall immediately endorse to Lessee or to the Beneficiary and held in a special escrow Depository, as applicable, any such insurance proceeds. Lessee shall also endorse to the Depository, as applicable, any such insurance proceeds. All insurance proceeds recovered on account of damage or destruction to the Beneficiary to Building or Premises shall be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement payment of the Mortgaged Property upon receipt by cost of repairing and restoring the Beneficiary from Building and Premises so damaged. The Depository shall disburse the Grantor Proceeds during the course of (A) an architect's certificate repair and restoration in accordance with each draw submitted by Grantor stating that customary construction disbursements. If, after the repairs, replacements, or improvements completed through the date of such draw are practical repair and necessary, have restoration has been completed in accordance with plans the terms of this Lease, there are remaining insurance proceeds (whether or not held by the Depository), then such excess insurance proceeds (after first deducting from such proceeds, the fees and specifications previously provided expenses of the Depository) shall be distributed to the Beneficiary, Lessor and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys Less in proportion ot the amount of proceeds deposited by each. If insurance proceeds are not available to cause such repair, restoration, replacements, or improvements; (C) requisitions pay the fees and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority expenses of the lien of Depository, Lessee shall be responsible to pay these fees and expenses. In the event that the Building or Premises is not repaired or restored in accordance with this Mortgage. The Beneficiary Section for any reason, then Lessor shall retain ten percent (10%) of the requested disbursements be entitled to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess Lessor’s reasonable estimate of the amount required cost to repair and restore the Mortgaged Property under this Alternative APremises as required hereunder from Lessee, at the direction whether or not insurance proceeds exist. Lessee shall be entitled to any insurance proceeds in excess of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the Grantorsuch amount.

Repair and Restoration. If the Mortgaged Property can be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor Lessee elects to repair and restore the Mortgaged PropertyProperty following any Material Casualty or Condemnation, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary Lessee shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required diligently proceed to repair and restore the Mortgaged Property to the condition in which it existed immediately prior to such Material Casualty or Condemnation and shall use reasonable efforts to complete all such repairs and restoration as soon as reasonably practicable, but not later than the earlier of (y) six (6) months after the occurrence of the Material Casualty or Condemnation and (z) six (6) months prior to the Scheduled Expiration Date unless Lessee currently is exercising either the Term Purchase Option or the Expiration Date Purchase Option,. Lessee shall use its own funds to make such repairs and restoration, except to the extent any Casualty and Condemnation Proceeds are available and are released to Lessee for such purpose pursuant to Subparagraph 3.04(f). Lessee's exercise of the repair and restoration option shall, if Lessor or Required Participants direct, be subject to satisfaction of the following conditions: (i) Within two (2) months after the occurrence of the Material Casualty or Condemnation, Lessee shall deposit in a deposit account acceptable to and controlled by Lessor (a "Repair and Restoration Account") of funds (including any Casualty and Condemnation Proceeds which are available and are released to Lessee pursuant to Subparagraph 3.04(f)) in the amount which Lessor determines is needed to complete and fully pay all costs of the repair or restoration (including taxes, financing charges, insurance and rent during the repair period). (ii) As soon as reasonably possible and in no event later than six (6) months after the occurrence of the Material Casualty or Condemnation, Lessee shall establish an arrangement for lien releases and disbursement of funds acceptable to Lessor and in a manner and upon such terms and conditions as would be required by a prudent interim construction lender. (iii) As soon as reasonably possible and in no event later than six (6) months after the occurrence of the Material Casualty or Condemnation, Lessee shall deliver to Lessor the following, each in form and substance acceptable to Lessor; (A) Evidence that the Property can, in Lessor's reasonable judgment, with diligent restoration or repair, be returned to a condition at least equal to the condition thereof that existed prior to the Casualty or partial Condemnation causing the loss or damage within the earlier to occur of (A) six (6) months after the occurrence of the Casualty or Condemnation and (B) unless Lessee currently is exercising either the Term Purchase Option or the Expiration Date Purchase Option, six (6) months prior to the Scheduled Expiration Date; (B) Evidence that all necessary governmental approvals can be timely obtained to allow the rebuilding and reoccupancy of the Property; (C) Copies of all plans and specifications for the work; (D) Copies of all contracts for the work, signed by a contractor reasonably acceptable to Lessor; (E) A cost breakdown for the work; (F) A payment and performance bond for the work or other security satisfactory to Lessor; (G) Evidence that, upon completion of the work, the size, capacity and total value of the Property will be at least as great as it was before the Casualty or Condemnation occurred; and (H) Evidence of satisfaction of any additional conditions that Lessor or Required Participants may reasonably establish to protect their rights under this Alternative AAgreement and the other Operative Documents. All plans and specifications for the work must be reasonably acceptable to Lessor, at except that Lessor's approval shall not be required if the direction of restoration work is based on the Grantorsame plans and specifications as were originally used to construct the Property. To the extent that the funds in a Repair and Restoration Account include both Casualty and Condemnation Proceeds and other funds deposited by Lessee, the other funds deposited by Lessee shall either be used to prepay first. Lessee acknowledges that the Indebtedness or disbursed to the Grantor.specific conditions described above are reasonable. (d)

Repair and Restoration. If the Mortgaged Property can be repaired Premises or restored to substantially the same condition as existed prior to the event causing such damage Building (including machinery or destructionequipment used in its operation) are damaged by fire or other casualty, or the effect if any part of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtednessis damaged by a taking or condemnation by any competent authority for any public or quasi-public use or purpose (a “Taking”), and Grantor elects this Lease does not terminate pursuant to this Article 12, Landlord shall repair and restore the Mortgaged Propertydamage with reasonable promptness, the Proceeds will be deposited with the Beneficiary subject to reasonable delays for insurance adjustments, Takings claims and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Propertymatters beyond Landlord’s reasonable control. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount Landlord is not required to repair and or restore the Mortgaged Property under this Alternative A, any work done by Tenant at the direction Property, except to the extent of the Grantor, proceeds of insurance (a) carried by Tenant and timely received by Landlord if Landlord has conditioned its approval of such work on Tenant’s removal at the expiration of the Term or (b) carried by Landlord with respect to such improvements. Any other repairs or restoration shall either be used done at Tenant’s sole cost and expense subject to prepay the Indebtedness or disbursed Landlord’s prior approval and all applicable provisions of this Lease. Tenant acknowledges that Landlord is entitled to the Grantorfull proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to any work done by Tenant on the Property which would become the Landlord’s property upon the termination of this Lease. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease, by virtue of any delays in completing such repairs and restoration except to the extent set forth in Section 12.02 or Section 12.03. Base Rent and Additional Rent shall xxxxx on those portions of the Premises that from time to time are tenantable and unoccupied by Tenant as a result of such damage. Tenant shall have no right to share in any condemnation award or in any judgment for damages caused by any Taking, except that Tenant shall receive the proceeds of any separate award for the value of Tenant’s improvements to the Property, relocation expenses, or personal property.

Repair and Restoration. If Notwithstanding the Mortgaged provisions of Sections 1.9 and 1.10 above, so long as the Mortgagee determines in the exercise of its reasonable discretion that the Mortgagor is financially able to bear any costs of such rebuilding which are not covered by the insurance proceeds or condemnation awards, then if: no Default or Event of Default has occurred and is continuing beyond any applicable grace period under the Loan Documents; and the Property can can, in the Mortgagee’s reasonable judgment, with diligent restoration and repair, be repaired or restored returned to substantially a condition at least equal to the same condition as thereof that existed prior to the event casualty or taking causing such the loss or damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor earlier to occur of (A) an architect's certificate with each draw submitted two hundred and seventy (270) days after receipt of insurance proceeds or condemnation awards by Grantor stating that either the repairs, replacements, Mortgagor or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the BeneficiaryMortgagee, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that the Term Loan Maturity Date; and all necessary consents or approvals of any Governmental Authority can be obtained to allow the rebuilding and the re-occupancy of the Property as described in subsection (b) above; and there are sufficient moneys are sums available, through insurance proceeds or condemnation awards and contributions by the Mortgagor, for such restoration and repair (including, without limitation, for any costs and expenses incurred by the Mortgagee in approving said restoration or repair); and the Mortgagor so elects by written notice delivered to the Mortgagee within ten (10) days after notice from the Mortgagee to the Mortgagor of such settlement of the aforesaid insurance or condemnation claim; then, the Mortgagee shall, solely for the purposes of such restoration and repair, make available to cause the Mortgagor the Condemnation Proceeds or Insurance Proceeds, as applicable, for use by the Mortgagor in such restoration and repair; provided, restorationthat the Mortgagor shall submit for the prior approval by the Mortgagee plans and specifications, replacements, or improvements; (C) requisitions contractors and certificates from the Grantor in the form reasonably acceptable of construction contracts for such restoration and repair and shall furnish to the Beneficiary; (D) applicable Mortgagee permits, bonds, lien waivers; , invoices, receipts and (E) an endorsement affidavits from contractors and subcontractors in form and substance satisfactory to the title insurance policy insuring the continued priority of the lien of this MortgageMortgagee in its discretion. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairsIn addition, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for extent that the Mortgaged Property insuring the continued priority Mortgagee receives any rental loss or loss of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds business income insurance proceeds in excess of the amount amounts required to repair ensure no Default or Event of Default occurs with respect to any payment becoming due and restore payable under the Mortgaged Property under this Alternative ALoan Documents or the Indenture for any period of time in which the Mortgagor is not required to pay rent due to the casualty or condemnation, at the direction and provided further that all operating expenses of the GrantorProperty have been paid in full, then any such excess shall either be used to prepay distributed by the Indebtedness or disbursed Mortgagee to the GrantorMortgagor.

Repair and Restoration. If Notwithstanding the Mortgaged provisions of Sections 1.9 and 1.10 above, so long as the Beneficiary determines in the exercise of its reasonable discretion that the Grantor is financially able to bear any costs of such rebuilding which are not covered by the insurance proceeds or condemnation awards, then if: no Default or Event of Default has occurred and is continuing beyond any applicable grace period under the Loan Documents; and the Property can can, in the Beneficiary’s reasonable judgment, with diligent restoration and repair, be repaired or restored returned to substantially a condition at least equal to the same condition as thereof that existed prior to the event casualty or taking causing such the loss or damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor earlier to occur of (A) an architect's certificate with each draw submitted two hundred and seventy (270) days after receipt of insurance proceeds or condemnation awards by either the Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that the Term Loan Maturity Date; and all necessary consents or approvals of any Governmental Authority can be obtained to allow the rebuilding and the re-occupancy of the Property as described in subsection (b) above; and there are sufficient moneys are sums available, through insurance proceeds or condemnation awards and contributions by the Grantor, for such restoration and repair (including, without limitation, for any costs and expenses incurred by the Beneficiary in approving said restoration or repair); and the Grantor so elects by written notice delivered to the Beneficiary within ten (10) days after notice from the Beneficiary to the Grantor of such settlement of the aforesaid insurance or condemnation claim; then, the Beneficiary shall, solely for the purposes of such restoration and repair, make available to cause such repairthe Grantor the Condemnation Proceeds or Insurance Proceeds, restorationas applicable, replacements, or improvements; (C) requisitions and certificates from for use by the Grantor in the form reasonably acceptable to the Beneficiarysuch restoration and repair; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairsprovided, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, that the Grantor shall pay an amount equal submit for the prior approval by the Beneficiary plans and specifications, contractors and form of construction contracts for such restoration and repair and shall furnish to the shortfallBeneficiary permits, bonds, lien waivers, invoices, receipts and affidavits from contractors and subcontractors in form and substance satisfactory to the Beneficiary in its discretion. The Grantor may rely upon In addition, to the advice extent that the Beneficiary receives any rental loss or loss of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds business income insurance proceeds in excess of the amount amounts required to repair ensure no Default or Event of Default occurs with respect to any payment becoming due and restore payable under the Mortgaged Property under this Alternative ALoan Documents or the Indenture for any period of time in which the Grantor is not required to pay rent due to the casualty or condemnation, at the direction and provided further that all operating expenses of the GrantorProperty have been paid in full, then any such excess shall either be used to prepay distributed by the Indebtedness or disbursed Beneficiary to the Grantor.