Common use of Restoration Clause in Contracts

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, so as to make such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuilding, Tenant shall submit to Lessor for Lessor’s approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall be made against certification of the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuilding.

Restoration. 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 is required or elects to restore the applicable Leased Property as provided in receives an Award under Section 14.2 or Section 14.311.05, Tenant shall promptly repair, rebuildrepair or restore any Tenant Improvements up to but not exceeding the amount of the Award payable to Tenant therefor. Before beginning such restoration, or restore the applicable Leased Property, so as to make letting any contracts in connection with such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuildingrestoration, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed or conditioned, Plans complete and Specifications pursuant to Section 10.1detailed plans and specifications for such restoration. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications, Tenant shall commence repairs and rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the insurance net proceeds (net of all administrative and collection costsany Award paid to Landlord for such restoration, after deduction of any costs of collection, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall Payment will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and rebuildingrestoration, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) from each payment until the work has been of restoration is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with repairing such restoration. Upon the completion of restoration and rebuildingthe 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 building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the restoration, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of the Award after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant’s expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for LessorLandlord’s approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of §16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving LessorLandlord’s approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord’s receipt of evidence reasonably satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for LessorLandlord’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic’s or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant’s property.

Restoration. If Tenant is required or elects to restore the ----------- applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall ------------ ---- promptly repair, rebuild, or restore the applicable Leased Property, so as to make such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuilding, Tenant shall submit to Lessor for Lessor’s 's approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s 's ------------ approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall be made against certification of the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s 's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuilding.

Restoration. If Tenant is required or elects to restore ----------- the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall ------------ ---- promptly repair, rebuild, or restore the applicable Leased Property, so as to make such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuilding, Tenant shall submit to Lessor for Lessor’s 's approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s 's ------------ approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall be made against certification of the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s 's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuilding.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, so as to make such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuilding, Tenant shall submit to Lessor for Lessor’s approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall be made against certification of the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuilding.

Restoration. 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 is required or elects to restore the applicable Leased Property as provided in receives an Award under Section 14.2 or Section 14.311.05, Tenant shall promptly repair, rebuildrepair or restore any Tenant Improvements up to but not exceeding the amount of the Award payable to Tenant therefor. Before beginning such restoration, or restore the applicable Leased Property, so as to make letting any contracts in connection with such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuildingrestoration, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed or conditioned, Plans complete and Specifications pursuant to Section 10.1detailed plans and specifications for such restoration. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specifications, specifications,Tenant shall commence repairs and rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the insurance net proceeds (net of all administrative and collection costsany Award paid to Landlord for such restoration, after deduction of any costs of collection, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall Payment will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and rebuildingrestoration, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) from each payment until the work has been of restoration is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with repairing such restoration. Upon the completion of restoration and rebuildingthe 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 building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the restoration, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of the Award after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of Section 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding 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 repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore ----------- the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, so as to make such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuilding, Tenant shall submit to Lessor for Lessor’s 's approval, which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s 's approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall be made against certification of the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to the commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s 's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuilding.

Restoration. If Tenant is required or elects Subject to restore any limitations imposed by law with respect to the applicable rebuilding of the Leased Property as provided in Section 14.2 or Section 14.3Premises, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant’s expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior Before beginning such repairs or rebuilding with respect to commencing any Casualty, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for LessorLandlord’s approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of §16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving LessorLandlord’s approval of the Plans plans and Specificationsspecifications, Tenant shall commence will begin such repairs and or rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord’s receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior With respect to any Casualty, prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for LessorLandlord’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. If required by law as a result of the nature or extent of the damage, Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic’s or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant’s property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore ----------- the applicable Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of (S)16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding 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 repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects Subject to restore any limitations imposed by law with respect to the applicable rebuilding of the Leased Property as provided in Section 14.2 or Section 14.3Premises, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant’s expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding with respect to any Casualty, Tenant shall will submit to Lessor for LessorLandlord’s approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of §16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving LessorLandlord’s approval of the Plans plans and Specificationsspecifications, Tenant shall commence will begin such repairs and or rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord’s receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior With respect to any Casualty, prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for LessorLandlord’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. If required by law as a result of the nature or extent of the damage, Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic’s or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant’s property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuilding, Tenant shall submit to Lessor for Lessor’s 's approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s 's approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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 's reasonable control. Subject to the provisions of any applicable the Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall be made against certification of the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s 's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuilding.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased PropertyPremises, at Tenant's expense, so as to make such Leased Property the Premises at least equal in value to such Leased Property as it existed the Premises existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed or conditioned, Plans plans and Specifications pursuant to Section 10.1specifications. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding and will prosecute the repairs and rebuilding to completion with diligence, subject, however, to strikes, lockouts, acts of God, embargoes, governmental restrictions, and other all causes beyond Tenant’s 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property Premises or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the Premises is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Subject to Tenant's compliance with this Section 11, any remaining proceeds of insurance after such restoration will be disbursed to Tenant.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant’s expense, so as to make such the Leased Property at least equal as close as possible in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for LessorLandlord’s approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of §16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving LessorLandlord’s approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord’s receipt of evidence reasonably satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for LessorLandlord’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy or local equivalent before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic’s or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant’s property.

Restoration. If Tenant is required or elects Subject to restore any limitations imposed by law with respect to ------------ the applicable rebuilding of the Leased Property as provided in Section 14.2 or Section 14.3Premises, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding with respect to any Casualty, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord's receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior With respect to any Casualty, prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. If required by law as a result of the nature or extent of the damage, Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of ss.16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding 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 repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of Section 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses. Tenant shall be responsible for collection of the insurance proceeds, subject to Landlord's prior reasonable consent to any settlement, and Tenant shall bear all costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment due subcontractors until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding 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 repairs or rebuilding in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3cost of Restoration will exceed $350,000, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, so as to make such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence commencement of the Restoration the architects, general contractor(s), and as nearly similar to it in character as is practicable plans and reasonable. Prior to commencing such repairs or rebuilding, Tenant specifications for the Restoration shall submit to Lessor for Lessor’s approvalbe approved by Landlord, which approval shall not be unreasonably withheld, delayed withheld or conditioned, Plans delayed; and Specifications pursuant which approval shall be granted to Section 10.1. Promptly after receiving Lessor’s approval 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 Plans and Specificationscasualty or Taking, Tenant shall commence repairs and rebuilding and will prosecute whichever is applicable. At 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. Subject to the provisions time of any applicable Facility Mortgagedisbursement, Lessor no Event of Default shall make available to Tenant the insurance proceeds (net of all administrative exist and collection costs, including reasonable attorneys’ fees) paid to Lessor for such repair no mechanics' or materialmen's liens shall have been filed and rebuilding as it progressesremain undischarged or unbonded. Payments Disbursements shall be made against certification from time to time in an amount not exceeding the hard and soft cost of the architect approved by Lessor work and costs incurred since the last disbursement upon receipt of (which approval shall not be unreasonably withheld. delayed or conditioned1) responsible for the supervision satisfactory evidence, including architects' certificates of the repairs stage of completion, of the estimated cost of completion and rebuilding of performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (2) partial releases of liens, 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. Each request for disbursement shall be accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested, stating the cost incurred in connection therewith and stating that Tenant has not previously received payment for such work or expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work had has been performed substantially in conformance completed and complies with the Plans and Specifications and the value applicable requirements of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such workthis Lease. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold The Trustee may retain ten percent (10%) from each payment of the Restoration Fund until the work has been completed Restoration is at least fifty percent (50%) complete, and proof has been furnished thereafter five percent (5%) until the Restoration is substantially complete. The Restoration Fund shall be kept in a separate interest-bearing federally insured account by the Trustee or by Lender. All interest shall become a part of the Restoration Fund. At all times the undisbursed balance of the Restoration Fund held by Trustee plus any funds contributed thereto by Tenant, at its option, shall be not less than the cost of completing the Restoration, free and clear of all liens. In addition, prior to Lessor that no lien or liability has attached or will attach commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by Landlord, exceeds the amount of the Net Proceeds, the Restoration Award and Tenant Insurance Payment available for such Restoration, the amount of such excess shall be paid by Tenant to the applicable Leased Property 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 shall be paid to Lessor in connection Tenant. For purposes of determining the source of funds with repairing and rebuildingrespect 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. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, so as to make such Leased Property at least equal in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuilding, Tenant shall submit to Lessor for Lessor’s 's approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s 's approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall be made against certification of the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s 's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuilding.

Restoration. If Tenant is required or elects Subject to restore any limitations imposed by law with respect to the applicable rebuilding of the Leased Property as provided in Section 14.2 or Section 14.3Premises, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant’s expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding with respect to any Casualty, Tenant shall will submit to Lessor for LessorLandlord’s approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of §16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving LessorLandlord’s approval of the Plans plans and Specificationsspecifications, Tenant shall commence will begin such repairs and or rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord’s receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior With respect to any Casualty, prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for LessorLandlord’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. If required by law as a result of the nature or extent of the damage, Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic’s or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding., and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant’s property. 3360\019:05/27/04 --LEASE 7 TBARKE\COLUMBIA PACIFIC XXX\XXXXX XXXXXXX 00

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant’s expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for LessorLandlord’s approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of §16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving LessorLandlord’s approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord’s receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for LessorLandlord’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic’s or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant’s property.

Restoration. If Tenant Proceed immediately, if the Stores (or other ----------- improvements on the Properties), are partially or totally damaged or destroyed by fire or other casualty, with the restoration thereof and diligently prosecute the work of restoration to completion, if Lender shall elect to make available to Borrower the proceeds of any fire or other casualty insurance paid to and received by Lender with respect to such damage or destruction. Notwithstanding the foregoing, in the event that (i) the Stores are partially or totally damaged or destroyed, and (ii) Lender elects not to make insurance proceeds available to Borrower, then Borrower shall proceed diligently to demolish or contain such damaged Stores or take such other action as is required or elects necessary to restore make them compatible with the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased undamaged Stores and surrounding Property, so as all such work to make such Leased Property at least equal be approved in value to such Leased Property as it existed immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuildingadvance by Lender, Tenant shall submit to Lessor for Lessor’s approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s approval of the Plans and Specifications, Tenant shall commence repairs and rebuilding 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. Subject to the provisions of any applicable Facility Mortgage, Lessor provided that Lender shall make available to Tenant the Borrower insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progressesreceived by Lender to the extent necessary to cover the costs of demolishing or containing the damaged Stores. Payments shall be made against certification Notwithstanding anything in this Section 6.11, Borrower, in lieu of the architect approved restoring any Store which is damaged or destroyed by Lessor (which approval shall not be unreasonably withheld. delayed fire or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially other casualty, may elect in conformance accordance with the Plans and Specifications and the value of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgagethe Mortgages, Lessor shall contribute to repay the Loan or Loans the proceeds of which were used to finance the construction, renovation and/or equipping of such Store. Upon the repayment by Borrower of the principal amount of and all accrued interest under such Loan or Loans, together with all other fees and expenses required to be paid by Borrower under the Loan Documents with respect to such payments out Loan or Loans, Borrower shall be deemed to have satisfied all of its obligations hereunder and under the other Loan Documents with respect to such Store, and Lender shall assign to Borrower all of Lender's right, title and interest in and to any insurance proceeds being held in trust by Lessor an amount equal with respect to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold ten percent (10%) from each payment until the work has been completed and proof has been furnished to Lessor that no lien damaged or liability has attached or will attach to the applicable Leased Property or to Lessor in connection with repairing and rebuildingdestroyed Store.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of Section 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord's receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment due subcontractors until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of § 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net paid to Landlord for such repair or rebuilding as the same progresses, after deduction of all administrative and collection costsany costs of collection, including reasonable out of pocket attorneys’ ' fees) paid to Lessor for such repair and rebuilding as it progresses. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord's receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects the cost of restoring the damage to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Mortgaged Property, so as determined by Mortgagee, does not exceed the amount of the Loan allocable to such Mortgaged Property, and if Mortgagor is not then in default under this Mortgage or the Loan Documents, mortgagee shall agree to permit such insurance proceeds to be used to reimburse Mortgagor for the cost of rebuilding the Improvements in accordance with all applicable laws. Mortgagor agrees to promptly commence the rebuilding of the Improvements in a manner as to make such Leased Property be of at least equal in value to such Leased Property and quality and substantially the same character as it existed immediately the Improvements were prior to such occurrence damage or destruction, and Mortgagor shall diligently complete such rebuilding as nearly similar promptly as possible. Such proceeds shall be made available, from time to it in character as is practicable and reasonable. Prior to commencing such repairs or rebuildingtime, Tenant shall submit to Lessor for Lessor’s approval, which approval shall not be unreasonably withheld, delayed or conditioned, Plans and Specifications pursuant to Section 10.1. Promptly after receiving Lessor’s approval upon Mortgagee being furnished with satisfactory evidence of the Plans estimated cost of completion thereof and Specificationswith such architect's certificates, Tenant shall commence repairs and rebuilding and will prosecute the repairs and rebuilding to completion with diligencewaivers of lien, subject, however, to strikes, lockouts, acts of God, embargoes, governmental restrictions, contractor's certifications and other causes beyond Tenant’s reasonable control. Subject to evidence of cost of payments as Mortgagee may reasonably require and upon Mortgagor being otherwise in compliance with the provisions of any applicable Facility Mortgage, Lessor shall make available to Tenant the insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor for such repair and rebuilding as it progressesLoan Documents. Payments shall be made against certification of If the architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value estimated cost of the work in place is equal to not less than 110% of the aggregate amount advanced by Lessor for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Lessor for Lessor’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held by Lessor bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Lessor may, however, withhold exceeds ten percent (10%) from each payment until percent of the original principal amount of the Note, Mortgagee shall also be furnished for its approval all plans and specifications and all construction contracts for such rebuilding prior to commencement of the rebuilding or restoration. All payments made prior to final completion of the work has been completed shall be subject to customary conditions for disbursing construction loans as determined by Mortgagee. The undisbursed balance of insurance proceeds shall at all times be sufficient to pay for the cost of completion of the Improvements free and proof has been furnished to Lessor that no lien or liability has attached or will attach clear of liens and if such proceeds are insufficient, Mortgagor shall deposit the amount of such deficiency with Mortgagee prior to the applicable Leased Property or to Lessor in connection with repairing and rebuildingdisbursement of any insurance proceeds.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of ss.16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord's receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment due subcontractors until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of Section 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord's receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of Section 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic's or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable damaged Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of §16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the net proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses, after deduction of any costs of collection, including attorneys' fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor Landlord. Payments for deposits for the payment repairing or rebuilding or delivery of materials to the Facility will be made upon Landlord's receipt of evidence satisfactory to Landlord that such workpayments are required in advance. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment due subcontractors until -29- the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.

Restoration. If Tenant is required or elects to restore the applicable Leased Property as provided in Section 14.2 or Section 14.3, Tenant shall promptly repair, rebuild, or restore the applicable Leased Property, at Tenant's expense, so as to make such the Leased Property at least equal in value to such the Leased Property as it existed existing immediately prior to such occurrence and as nearly similar to it in character as is practicable and reasonable. Prior to commencing Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant shall will submit to Lessor for Lessor’s Landlord's approval, which approval shall Landlord will not be unreasonably withheldwithhold or delay, delayed plans and specifications meeting the requirements of Section 16.2 for such repairs or conditioned, Plans and Specifications pursuant to Section 10.1rebuilding. Promptly after receiving Lessor’s Landlord's approval of the Plans plans and Specificationsspecifications and receiving the proceeds of insurance, Tenant shall commence will begin such repairs and or rebuilding 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 's reasonable control. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will make available to Tenant the proceeds of any fire or other casualty insurance proceeds (net of all administrative and collection costs, including reasonable attorneys’ fees) paid to Lessor Landlord for such repair and or rebuilding as it the same progresses. Tenant shall be responsible for collection of the insurance proceeds, subject to Landlord's prior reasonable consent to any settlement, and Tenant shall bear all costs of collection, including attorney's fees. Payments shall will be made against certification properly certified vouchers of the a competent architect approved by Lessor (which approval shall not be unreasonably withheld. delayed or conditioned) responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the Plans and Specifications and the value charge of the work in place is equal to not less than 110% of the aggregate amount advanced and approved by Lessor for the payment of such workLandlord. Prior to commencing the repairing and or rebuilding, Tenant shall deliver to Lessor Landlord for Lessor’s Landlord's approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Facility Mortgage, Lessor shall Landlord will contribute to such payments out of the insurance proceeds being held in trust by Lessor an amount equal to the proportion that the total net amount so held received by Lessor Landlord from insurers bears to the total estimated cost of repairing and rebuildingthe rebuilding or repairing, multiplied by the payment by Tenant on account of such work. Lessor Landlord may, however, withhold ten percent (10%) % from each payment due subcontractors until the work has been is completed and proof has been furnished to Lessor Landlord that no lien or liability has attached or will attach to the applicable Leased Property or to Lessor Landlord in connection with such repairing or rebuilding. Upon the completion of rebuilding and the furnishing of such proof, the balance of the net proceeds of such insurance payable to Tenant on account of such repairing or rebuilding 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 repairs or rebuilding in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant's property.