Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,

Damage or Destruction. If any Property the Premises or the Building shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions damage (exclusive of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant any improvements or other changes made to the provisions Premises and paid for by Lessee), may, at the option of this Agreement Lessor, be repaired by and at the expense of Lessor to as near condition which existed immediately prior to such damage or destruction as reasonably possible; provided, however, that if as a result of damage by fire or other casualty more than fifty percent (50%) of the net rental area of the Building is rendered untenantable, then and in such damage event either Lessor or destruction after deduction of its reasonable costs Lessee shall have the right and expensesoption (exercised, if anyat all, in collecting by giving written notice to the other party within thirty (30) days of such destruction or casualty) to terminate this Lease as of the date of such casualty. Subject to the foregoing, the Lessor shall commence such repair within sixty (60) days after such casualty and shall complete the same (hereinafter referred within a reasonable time thereafter, subject to as acts of God, strikes and other occurrence not within the "NET PROCEEDS") available for control of Lessor. In the event Lessor fails to commence such repair or restoration within such period or shall fail to prosecute such repair and restoration in a timely manner, then Lessee shall have the right and option (exercised, if at all, by giving written notice within fifteen (15) days of such failure) to terminate this Lease. In the event this Lease is terminated for any of the Damaged Propertyreasons aforesaid, provided that (i) no default shall have occurred and any rents or other payments shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration prorated as of the Damaged Property, as nearly as possible effective date of such termination and proportionately refunded to the condition Lessee or paid to Lessor as the Damaged Property was case may be. During any period in immediately prior to such time which the Premises or any portion thereof is rendered untenantable by fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and the rent shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect ▇▇▇▇▇ proportionately to the Damaged Property as a result of area rendered untenantable for the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this condition exists.

Damage or Destruction. (a) If any Property the Hotel shall be totally destroyed or substantially damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shalleither party may, in accordance with within sixty (60) days after the provisions occurrence of such event, give written notice to the other terminating this Agreement. For purposes of this Section hereinafter set forthSection, make the net amount Hotel shall be deemed to have been substantially damaged if the estimated cost of all insurance proceeds received Restoration shall exceed twenty percent (20%) of the cost of replacing the Hotel by Lender pursuant to constructing, furnishing and equipping a new hotel on the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting site substantially the same (hereinafter referred to as the "NET PROCEEDS"Hotel prior to such casualty. (b) available for In the repair and restoration event of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible any damage to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved Hotel by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will which does not amount to “substantial damage” as described in subsection (a) above, or (ii) the total destruction of or substantial damage to the Project and the failure of either party to terminate this Agreement pursuant to subsection (a) above, then this Agreement shall not terminate, and, subject to the requirements of any Mortgage, Owner shall, at its own expense and in accordance with plans and specifications therefor developed by Owner and approved by Manager (which approval shall not be covered out unreasonably withheld or delayed), promptly commence and expeditiously complete the Restoration and all proceeds of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender property and casualty insurance shall be satisfied thatmade available to Owner for this purpose; provided, however, that Manager shall have the right to ensure that such proceeds of insurance shall be applied to the Restoration. Owner shall promptly commence and diligently pursue the Restoration to completion; provided, however, that if Owner shall not fully complete the Restoration within a reasonable period of time, not to exceed time after the date of such casualty or one hundred eighty (180) days following the completion of days, whichever is earlier (or such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or longer period as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental RequirementsManager may approve), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender then Manager shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified right to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated terminate this Agreement upon thirty (30) days’ prior written notice to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Owner.

Damage or Destruction. (a) If any the Building, or the Common Areas of the Property shall be necessary for Tenant's use and occupancy of the Building, are damaged or destroyed, destroyed in whole or in partpart under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one hundred (100%1) percent year following the date of the net amount occurrence (or, in the case of an occurrence during the last year of the term of this Lease, within a period of sixty (60) days following the date of the occurrence, PROVIDED that the provisions of this parenthetical shall not apply if, within ten (10) days after receipt of a termination notice from Landlord based on an occurrence during the last year of the term of this Lease which cannot be repaired within 60 days, Tenant properly exercises a valid renewal right (if any then remains) under Section 2.6 hereof, and PROVIDED FURTHER, that no such attempted exercise of a renewal right by Tenant shall be sufficient to defeat Landlord's termination notice if the applicable damage or destruction cannot reasonably be expected to be repaired within one year), then Landlord, as to the Common Areas of the Property and the Building Shell, and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence and complete, with all insurance proceeds received by Lender due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or Borrower as a result destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant's ability to conduct its business in the Building, then either party may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after deduction the date of reasonable costs the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant's ability to conduct its business in the Building, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant's Operating Cost Share of Operating Expenses, based upon the extent to which Tenant's ability to conduct its business in the Building is impaired, and Landlord and Tenant respectively shall restore the Common Areas and Building Shell and the expenses, if anyTenant Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence (or, in collecting the same, shall be applied in reduction case of an occurrence during the last year of the outstanding Principal Balance under term of this Lease, within a period of sixty (60) days following the Note pertaining date of the occurrence, subject to the Damaged Property. Notwithstanding anything provisos set forth in the parallel provision of the first sentence of this paragraph), then either Landlord or Tenant, at its election, may terminate this Lease as of the date of the occurrence by giving written notice to the contrary set forth aboveother within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, if a particular then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions first sentence of this Section hereinafter set forth15.1(a). (b) The respective obligations of Landlord and Tenant pursuant to Section 15.1(a) are subject to the following limitations: (i) If the occurrence results from a peril which is required to be insured pursuant to Section 12.1(c) and (d) above, make the net obligations of either party shall not exceed the amount of all insurance proceeds received from insurers (or, in the case of any failure to maintain required insurance, proceeds that reasonably would have been available if the required insurance had been maintained) by Lender reason of such occurrence, plus the amount of the party's permitted deductible (PROVIDED that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of this Agreement Section 12.1(c) or (d), as a result of such damage or destruction after deduction of its reasonable costs and expensesapplicable), and, if anysuch proceeds (including, in collecting the same (hereinafter referred case of a failure to as maintain required insurance, any proceeds that reasonably would have been available) are insufficient, either party may terminate the "NET PROCEEDS") available for Lease unless the repair other party promptly elects and restoration agrees, in writing, to contribute the amount of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, shortfall; and (ii) Borrower If the occurrence results from a peril which is not required to be insured pursuant to Section 12.1(c) and (d) above and is not actually insured, Landlord shall commence the be required to repair and restoration restore the Building Shell and Common Areas to the extent necessary for Tenant's continued use and occupancy of the Damaged PropertyBuilding, and Tenant shall be required to repair and restore the Tenant Improvements to the extent necessary for Tenant's continued use and occupancy of the Building, PROVIDED that each party's obligation to repair and restore shall not exceed an amount equal to twenty percent (20%) of the replacement cost of the Building Shell and Common Area improvements, as nearly to Landlord, or twenty percent (20%) of the replacement cost of the Tenant Improvements, as possible to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated pursuant to the condition the Damaged Property was in immediately prior foregoing provisions of this Section 15.1 following an occurrence which is a peril actually insured or required to such fire or other casualtybe insured against pursuant to Section 12.1(c) and (d), with such alterations as may be approved by Lender, as soon as reasonably practicable, Landlord and shall diligently pursue the same to satisfactory completion, Tenant agree (iii) and any Lender shall be satisfied asked to agree) that any operating deficits such insurance proceeds shall be allocated between Landlord and Tenant in a manner which will be incurred fairly and reasonably reflects their respective ownership rights under this Lease, as of the termination or expiration of the term of this Lease, with respect to the Damaged Property as a result improvements, fixtures, equipment and other items to which such insurance proceeds are attributable. (d) From and after the date of an occurrence resulting in damage to or destruction of the occurrence of any such fire Building or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with Common Areas necessary for Tenant's use and occupancy of the proceedsBuilding, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such and continuing until repair and restoration of the Damaged Propertythereof are completed, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender there shall be satisfied that an equitable abatement of minimum rental and of Tenant's Operating Cost Share of Operating Expenses based upon the repair and restoration of the Damaged Property will be completed on or before the earlier degree to occur of (w) ninety (90) days prior which Tenant's ability to the Maturity Date, or (x) the date on which the conduct its business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Building is impaired.

Damage or Destruction. Section 11.01 If at any Property time during the Lease Term, any of the Demised Properties or any part thereof shall be damaged or destroyed, in whole or in part, destroyed by fire or other property hazard casualty of any kind or casualtynature, Borrower Tenant shall give prompt notice thereof to Lender and one hundred promptly apply for all permits required by applicable Law, but in any event not later than sixty (100%60) percent of days after the net amount of all insurance proceeds received by Lender or Borrower as a result first date of such damage or destruction after deduction of reasonable costs and the expensesdestruction, if anyand, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result upon issuance of such damage permits, thereafter diligently proceed to repair, replace or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, rebuild such Demised Property as nearly as possible to the its condition the Damaged Property was in and character immediately prior to such fire or other casualtydamage, with such alterations variations and Alterations requested by Landlord as may be approved by Lender, as soon as reasonably practicable, permitted under (and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect subject to the Damaged Property provisions of) Article 6 (the “Restoration Work”). Section 11.02 All property and casualty insurance proceeds payable to Landlord or Tenant (except (a) insurance proceeds payable to Tenant on account of the Tenant Equipment or Tenant’s inventory; and (b) insurance proceeds payable from property or comprehensive general public liability insurance, or any other insurance) at any time as a result of casualty to the occurrence Demised Properties shall be paid jointly to Landlord and Tenant for purposes of payment for the cost of the Restoration Work, except as may be otherwise expressly set forth herein. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any such fire insurance in the case of loss shall, to the extent necessary, be used first for the Restoration Work (including if completed by Landlord or other casualty will be covered out a third party after any substitution of the Net Proceeds or by Borrower out-of-pocket or applicable Demised Property pursuant to Article 31) with the proceedsbalance, if any, paid to Tenant (provided, however, that if an Event of business interruption or rental interruption insuranceDefault is continuing, (iv) Lender the balance, if any, shall be satisfied that, within paid to Landlord). If insurance proceeds as a reasonable period result of time, not a casualty to exceed one hundred eighty (180) days following the completion relevant Demised Property are insufficient to complete the Restoration Work necessary by reason of such repair and restoration of the Damaged Propertycasualty, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender then Tenant shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security responsible for the payment of such amounts necessary to complete such Restoration Work. Section 11.03 Subject to the Debt. The Net Proceeds together with interest earned thereonterms hereof, this Lease shall not be disbursed affected in any manner by Lender to, or as directed by, Borrower from time to time during the course reason of the repair total or partial destruction to any Demised Property or any part thereof, and restoration Tenant, notwithstanding any applicable Law, present or future, waives all rights to quit or surrender any Demised Property or any portion thereof because of the Damaged Property, upon receipt total or partial destruction of evidence satisfactory to Lender any Demised Property (which evidence shall in each instance and prior to the full extent required by Lender include receipted billsexpiration of this Lease). Without limiting the foregoing, invoices, lien waivers and no Rent shall ▇▇▇▇▇ as a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance result of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,casualty.

Damage or Destruction. 6.1 Tenant shall immediately give notice to Landlord of every case of fire, explosion, destruction or damage by the elements or other casualty. 6.2 If at any Property time during the Term, the Demised Premises shall be damaged or destroyed, in whole or in material part, or wholly or partially destroyed, by fire or other property hazard casualty (including any casualty for which insurance coverage was not obtained) of any kind or casualtynature, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent regardless of whether said damage or destruction resulted from an act of God, the fault of the net amount Tenant, the Landlord, or from any cause whatsoever, then, in that event neither party shall be required to replace, repair or rebuild the damaged or destroyed improvements (except that Tenant shall be required to turn over to Landlord the insurance proceeds payable in connection with such damage or destruction); provided, however, that if the damage or destruction results from the sole or partial fault of all Tenant and is not fully covered by insurance or the insurance proceeds received by Lender the Landlord are insufficient therefore, the Tenant shall be required to replace, repair or Borrower rebuild the damaged or destroyed improvements to substantially their condition prior to the casualty event. 6.3 Upon thirty (30) days written notice of the casualty event, the Landlord shall have the option, to (i) replace, repair and rebuild any and all damaged or destroyed improvements, or (ii) to terminate this Lease as of a result specified date, in which latter event all rent shall be apportioned as of the date of such damage or destruction, and this Lease shall terminate as of the specified date, but all insurance proceeds shall be paid to Landlord as aforesaid, and Tenant shall remain obligated under Section 6.2 in the event the insurance proceeds are insufficient to fully replace, repair or rebuild. In the event Landlord proceeds to replace, repair and rebuild, this Lease shall not terminate, Landlord shall cause the Demised Premises and the Common Areas to be repaired or restored to the extent insurance proceeds are available to the Landlord as speedily as its good faith efforts will allow, and there shall be a proportional abatement of the basic and additional rent reserved under this Lease during such period as the Demised Premises remain untenantable based on the extent to which the Demised Premises are untenantable. Tenant shall also have the option to terminate this Lease effective as of the date of the damage or destruction, in the event: (a) a portion of the Demised Premises which is material to Tenant's operations have been damaged or destroyed and are untenantable, and Landlord shall not provide to Tenant within 120 days after the date of damage or destruction substitute space of reasonably equivalent size and functionality (either on a temporary or permanent basis), and (b) (x) the damaged or destroyed portion of the Demised Premises cannot reasonably be repaired within 120 days of such date as set forth in an opinion to that effect of an architect or engineer retained by Tenant (at its expense) and reasonably acceptable to Landlord, (y) Landlord shall not give written notice of Landlord's election under clause (i) above within the specified thirty (30) day period, or (z) Landlord, after having elected to repair, shall not restore the Demised Premises substantially to its condition prior to the event causing the damage or destruction. Tenant's options to terminate shall be exercised by written notice to Landlord within 45 days of the casualty event, with respect to clauses (x) and (y) and within 135 days after the date of such damage or destruction after deduction with respect to clause (z). 6.4 Tenant agrees that the foregoing provisions are in lieu of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged any other rights or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender remedies that Tenant may have against Landlord pursuant to the provisions laws of this Agreement as a result the State of such Washington in the event of any damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire all or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration Demised Premises or any other portion of the Damaged Property,.

Damage or Destruction. (a) If the Property or any Property part thereof shall be damaged or destroyed, in whole or in part, destroyed by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, (i) Landlord shall, subject to Sections 7.2 and 7.3, pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property hazard or casualtyinsurance, Borrower (ii) this Lease shall give prompt notice thereof to Lender be unaffected thereby and one hundred shall continue in full force and effect, and (100%iii) percent of the net amount of all insurance proceeds received by Lender or Borrower as Tenant shall, at Tenant's sole cost and expense, expeditiously and in a result of good and workmanlike manner, cause such damage or destruction after deduction of reasonable costs and to be remedied or repaired (the expenses"Restoration") by restoring the Property to its condition immediately prior to such damage, if any, in collecting the same, or destruction. All Restoration Work shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, performed in accordance with the provisions of this Section hereinafter Lease, including, without limitation, the provisions of Sections 5.4 and 5.5 hereof. Tenant hereby waives the provisions of any law or statute to the contrary and agrees that the provisions of this Article shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Property with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant's cost and expense and the cost thereof shall be payable on demand as Additional Rent, together with interest thereon at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a supervision fee in the amount equal to two and one-half percent (2 1/2 %) of the cost of the Restoration Work from Tenant to compensate Landlord for administering the Restoration. (b) Notwithstanding anything contained herein to the contrary, provided (i) a material portion of the Property is damaged or destroyed by fire or other casualty and such damage is of such a nature that the Restoration cannot be substantially completed within eighteen (18) months after the occurrence of the casualty (it being agreed that substantial completion means that the Property can then be lawfully occupied by Tenant no later than the end of such period), as estimated by a licensed architect or engineer retained by Tenant and reasonably approved by Landlord (for purposes of such estimate, such Restoration shall not include Alterations made by Tenant and installation of personal property, equipment and trade fixtures of Tenant), (ii) there is then no Event of Default (including without limitation any uncured Event of Default with respect to the matters set forthforth in Article 6), make (iii) the net amount of all insurance proceeds received actually available to Landlord for Restoration, together with any other funds Tenant may elect to contribute, equal or exceed the cost of such Restoration (as estimated in writing by Lender pursuant a licensed architect retained by Landlord), and (iv) such amounts are paid to Landlord, Tenant may terminate this Lease in which event this Lease shall be of no further force and effect as of the date of such termination, except that any obligation or liability of Tenant, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive. Section 7.2. Subject to the provisions of this Agreement as a result of Article 7, Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such damage or destruction after deduction of its reasonable costs and expensesmoneys over to Tenant, shall be entitled to reimburse itself therefrom to the extent, if any, of the reasonable out-of-pocket expenses actually paid or incurred by Landlord in collecting collection of such moneys. Landlord shall pay to Tenant, as herein provided, the same (hereinafter referred to as the "NET PROCEEDS") available aforesaid insurance proceeds, for the repair and restoration purpose of Restoration to be made by Tenant to restore the Damaged Property, provided that (i) no default shall have occurred and Property to a value which shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately not less than their value prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such alterations as may be Restoration, prepared by a licensed architect or engineer reasonably approved by LenderLandlord. Such insurance proceeds shall be paid to Tenant from time to time thereafter in installments as the Restoration progresses, as soon as reasonably practicableupon application to be submitted by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous application, and paid for by Tenant. If any vendor's, mechanic's, laborer's, or materialman's lien is filed against the Property or any part thereof, or if any public improvement lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall diligently pursue not be entitled to receive any further installment until such lien is satisfied or otherwise discharged, unless such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount equal to the same lien amount and in form otherwise reasonably satisfactory to satisfactory completion, (iii) Lender Landlord. The amount of any installment to be paid to Tenant shall be satisfied such proportion of the total insurance moneys received by Landlord as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (a) all payments theretofore made to Tenant out of said insurance proceeds, and (b) ten percent (10%) of the amount so determined, provided that any operating deficits which will be incurred Landlord shall release the ten percent (10%) retention with respect to the Damaged Property as a result of the occurrence of any such fire contractor, subcontractor, trade or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or supplier which (x) has completed its work as certified by Tenant and Tenant's architect, if one is required pursuant hereto and (y) such contractor, subcontractor, trade or supplier has delivered an unconditional lien waiver with respect to its work or materials if the date on which value thereof is in excess of $100,000. Upon completion of and payment for the business interruption Restoration by Tenant, including reimbursement to Tenant of such ten percent (10%) retention, to the extent not previously released, the balance of any and all insurance covered proceeds held by such Borrower shall expire, (vi) Lender Landlord shall be satisfied paid to Landlord. In the event that all the insurance proceeds are insufficient for the purpose of paying for the termsRestoration, covenants Tenant shall nevertheless be required to make the Restoration and provisions of this Agreement and pay any additional sums required for the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property Restoration in accordance with the provisions of this paragraphSection 7.4 hereof. The Net Proceeds Notwithstanding the foregoing, if Landlord makes the Restoration at Tenant's expense, as provided in Section 7.1 hereof, then Landlord shall use any amounts held by Landlord to pay for the cost of such Restoration. Notwithstanding anything contained herein to the contrary, Tenant may retain insurance proceeds for any Restoration the estimated cost of which is less than $100,000, provided Tenant uses such proceeds for such Restoration. Section 7.3. When insurance proceeds are retained by Landlord pursuant to Section 7.2 above, Landlord may impose reasonable conditions precedent to the disbursement of each payment made to Tenant as provided in Section 7.2 above, including the following: (a) there shall be submitted to Landlord the certificate from Tenant or if the restoration amount equals or exceeds $1,000,000, a certificate of the aforesaid architect, stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons (whose names and addresses shall be stated) who have rendered or furnished certain services or materials for the Work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such persons in respect thereof, and stating in reasonable detail the progress of the Work up to the date of said certificate, (ii) that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed ninety (90%) percent of the cost of the services and materials described in the certificate, except with respect to such contractors or subcontractors who have completed their portion of the Work (as certified by the architect, or if there is no architect, Tenant) and provided final lien waivers and (iv) that the balance of any insurance proceeds held by Lender Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant's intention and ability shall be to Landlord's reasonable satisfaction) make available for the Restoration in accordance with Section 7.4 hereof and to Landlord's satisfaction will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion; (b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord, or other evidence satisfactory to Landlord, showing that there has not been filed any vendor's, mechanic's, laborer's or materialman's statutory or other similar lien affecting the Property or any part thereof, or any public improvement lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an interest-bearing accountamount equal to the lien amount and in form otherwise reasonably satisfactory to Landlord; and (c) at the time of making such payment, no Default shall have occurred and until disbursed be continuing. Section 7.4. If the estimated cost of any Restoration, determined as provided in Section 7.2 hereof, exceeds the net insurance proceeds then, prior to the commencement of any Restoration, Tenant hereby covenants to obtain from its general contractor and deliver to Landlord a bond, or other security satisfactory to Landlord in the amount of such excess, to be held and applied by Landlord in accordance with the provisions of this paragraphSection 7.2 hereof, shall constitute additional as security for the payment completion of the Debt. The Net Proceeds together with interest earned thereonWork, shall be disbursed by Lender tofree of public improvement, or as directed byvendor's, Borrower from time to time during the course of the repair and restoration of the Damaged Propertymechanic's, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechaniclaborer's or materialman's lien, mechanic's or materialman's lien statutory or other lien similar liens. Section 7.5. As material consideration to Landlord for its agreement to enter into this Lease, the parties agree that, except as expressly set forth in the provisions of this Article 7, (i) this Lease shall not terminate or encumbrance be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the Property or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any damage or destruction to the Property from any cause whatsoever, and, (ii) notwithstanding any law or statute, present or future, Tenant waives any and all rights to quit or surrender the Property or any part thereof on account of any nature whatsoever on the Damaged Property arising out damage or destruction of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration Tenant expressly agrees that its obligations hereunder, including the payment of the Damaged Property shall be done and completed Rent payable by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engagedTenant hereunder, shall be identified to Lender continue as though the Property had not been damaged or destroyed and Consultantwithout abatement, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration suspension, diminution or reduction of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,any kind.

Damage or Destruction. (a) If any or all Buildings, or the Common Areas of the Property shall be necessary for Tenant’s use and occupancy of any or all Buildings, are damaged or destroyed, destroyed in whole or in partpart under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, by fire or other property hazard or casualtyregulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year (or, Borrower shall give prompt notice thereof to Lender and one hundred in the case of an occurrence during the last two (100%2) percent years of the net amount term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord, as to the Common Areas of the Property and the Building Shell of the applicable Building(s), and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence and complete, with all insurance proceeds received by Lender due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or Borrower as a result destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the applicable Building(s), then either party may terminate this Lease with respect to the applicable Building(s) as of the date of the occurrence by giving written notice to the other within thirty (30) days after deduction the date of reasonable costs the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the applicable Building(s), then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired, and Landlord and Tenant respectively shall restore the Common Areas and Building Shell and the expenses, if anyTenant Improvements in the applicable Building(s) to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year (or, in collecting the same, shall be applied in reduction case of an occurrence during the last two (2) years of the outstanding Principal Balance under term of this Lease, within a period of sixty (60) days) following the Note pertaining date of the occurrence, then either Landlord or Tenant, at its election, may terminate this Lease with respect to the Damaged Property. Notwithstanding anything applicable Building(s) as of the date of the occurrence by giving written notice to the contrary set forth aboveother within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, if a particular then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions first sentence of this Section hereinafter set forth17.1(a). (b) The respective obligations of Landlord and Tenant pursuant to Section 17.1(a) are subject to the following limitations: (i) If the occurrence results from a peril which is required to be insured pursuant to Section 14.1(c) and (d) above, make the net obligations of each party shall not exceed the amount of all insurance proceeds received from insurers (or, in the case of any failure to maintain required insurance, proceeds that reasonably would have been available if the required insurance had been maintained) by Lender reason of such occurrence, plus the amount of the party’s permitted deductible (provided that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of this Agreement Section 14.1(c) or (d), as a result of such damage or destruction after deduction of its reasonable costs and expensesapplicable), and, if anysuch proceeds (including, in collecting the same (hereinafter referred case of a failure to as the "NET PROCEEDS"maintain required insurance, any proceeds that reasonably would have been available) available for the repair and restoration of the Damaged Propertyare insufficient, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as either party may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred terminate this Lease with respect to the Damaged Property as a result applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If the occurrence of any such fire or other casualty will results from a peril which is not required to be covered out insured pursuant to Section 14.1(c) and (d) above and is not actually insured, Landlord shall be required to repair and restore the Common Areas and the Building Shell of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (ivapplicable Building(s) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid necessary for out Tenant’s continued use and occupancy of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental RequirementsBuilding(s), and all plans and specifications Tenant shall be required in connection with the to repair and restoration restore the Tenant Improvements to the extent necessary for Tenant’s continued use and occupancy of the Damaged Property shall be subject applicable Building(s), provided that each party’s out of pocket cost (after application of any insurance proceeds) to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, restore shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of not exceed an amount equal to the costs actually incurred from time to time for work in place as part fifteen percent (15%) of the replacement cost of the Building Shell of the applicable Building(s) and the Common Area improvements, as to Landlord, or fifteen percent (15%) of the replacement cost of the Tenant Improvements in the applicable Building(s), as to Tenant; if the out of pocket replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing provisions of this Section 17.1 following an occurrence which is a peril actually insured or required to be insured against pursuant to Section 14.1(c) and (d), Landlord and Tenant agree (and any Lender shall be asked to agree) that such insurance proceeds shall be allocated between Landlord and Tenant in a manner which fairly and reasonably reflects their respective ownership rights under this Lease, as of the termination or expiration of the term of this Lease, with respect to the improvements, fixtures, equipment and other items to which such insurance proceeds are attributable. (d) From and after the date of an occurrence resulting in damage to or destruction of a Building or of the Common Areas necessary for Tenant’s use and occupancy of the Buildings, and continuing until repair and restoration thereof are completed, there shall be an equitable abatement of Minimum Rental and additional rent and of Tenant’s Operating Cost Share of Operating Expenses based upon the Damaged Property,degree to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired.

Damage or Destruction. If 18.1 Except as expressly set forth in this Section 18, and subject to the terms and conditions of the existing Mortgage or any Property subsequent Mortgage as authorized by Section 21, if after the Commencement Date and prior to the end of the Lease Term, the Leased Property, or any improvements or additions to the Facility shall be destroyed or damaged or destroyed, in whole or in part, part by fire or other property hazard hazard, risk, contingency or casualty, Borrower whether or not covered by insurance, or after partial condemnation not resulting in termination of this Lease, the Tenant shall give prompt to the Landlord immediate notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs thereof, and the expensesTenant shall, if anyto the extent that funds for such purpose are available from insurance proceeds, in collecting and funds provided by Landlord, promptly repair, replace and rebuild the same, shall be applied in reduction at least to the extent of the outstanding Principal Balance value, quality, condition and class equal to the buildings and improvements thereon existing immediately prior to such occurrence (as nearly as reasonably possible under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"circumstances) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDSrestoration"), all in accordance with Section 20 hereof. If Tenant shall not commence such work within thirty (30) available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of days after the occurrence of any such fire damage, or other casualty will be covered out shall not complete said work within a commercially reasonable time after commencement of such work, Landlord may, upon written notice to Tenant, take responsibility for restoration. Except as hereafter expressly set forth, a partial or total destruction shall not annul or void this Lease except by the mutual written agreement of the Net Proceeds or by Borrower out-of-pocket or with the proceedsparties, if any, of business interruption or rental interruption insurance, (iv) Lender and there shall be satisfied that, within a reasonable period no abatement or reduction of time, not rent. The Tenant warrants to exceed one hundred eighty (180) days following the completion of such repair and restoration of Landlord that the Damaged Property, the gross cash flow and the net cash flow of the Damaged Leased Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on repaired or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property replaced in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, then existing laws and until disbursed in accordance with regulations affecting the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Leased Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all any requirements of any federal, state or local licensing authorities. 18.2 In the event of any damage or destruction as hereinabove referred to, any insurance money received by or paid to the Landlord or the Tenant or the Mortgagee under the Mortgage (to the extent allowable under the Mortgage) upon the Leased Premises by reason thereof shall be applied to such costs of repairing, restoration or rebuilding as herein provided for and required pursuant to Section 20.1 hereof. In the event the Tenant's insurance applicable Environmental Requirementsthereto has a deductible provision, the Tenant be responsible for payment of the deductible as may be required for such repair, restoration or rebuilding. 18.3 The parties acknowledge that the Mortgagee(s) under the Mortgage(s) may have the right pursuant to the Mortgage(s) to apply any insurance proceeds to the reduction of the indebtedness under the note(s) secured by the Mortgage(s). In the event of any damage or destruction to the Facility, and all plans and specifications required in connection with if the repair and restoration Mortgagee(s) or holder(s) of said note (s) uses the proceeds of insurance resulting therefrom to reduce the indebtedness of the Damaged Property shall be subject note(s) or otherwise withholds such proceeds from Tenant, and if Landlord does not, within thirty (30) days after receipt of notice of such destruction and such withholding, offer to review provide funds sufficient to effect necessary repairs, restoration or rebuilding, and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond provide such funds within ten (10) Business Days following a request and submissions of plans and specifications for approvalcommercially reasonable time thereafter, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender then Tenant shall have the use of such plan and specifications and all permitsoption, licenses and approvals required or obtained in connection with the repair and restoration if less than twenty-five percent (25%) of the Damaged Property. The identity Resident Capacity of the contractorsFacility has been rendered unusable, subcontractors and materialmen engaged in to continue to occupy the repair and restoration Leased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or, if insufficient funds are available to Tenant for repair, to terminate this Lease; or if more than twenty-five percent (25%) of the Damaged PropertyResident Capacity of the Facility has been rendered unusable, as well as either to continue to occupy the contracts under which they have been engagedLeased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or to terminate this Lease. In the event that insurance proceeds are paid to the Mortgagee, Tenant shall not be identified required to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds commence repairs prior to receiving notice from Landlord that funds will be made available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred repairs either from time to time for work in place as part of the repair and restoration of the Damaged Property,such proceeds or from Landlord.

Damage or Destruction. (a) If any Property shall be the Project is damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard or casualty, Borrower whether or not covered by insurance, the Company, as promptly as is reasonably practicable, shall give prompt notice either (i) make the determination described in subsection (f) below, or (ii) repair, restore, replace or rebuild the same so that upon completion of such repairs, restoration, replacement or rebuilding the Project is of a value not less than the value thereof to Lender and one hundred (100%) percent of immediately before the net amount of all insurance proceeds received by Lender or Borrower as a result occurrence of such damage or destruction after deduction or, at the Company’s option, construct upon the Project Site new buildings and improvements thereafter together with all new machinery, equipment and fixtures which are either to be attached to or are to be used in connection with the operation or maintenance thereof, provided that (A) the value thereof shall not be less than the value of reasonable costs such destroyed or damaged Project immediately before the occurrence of such damage or destruction and (B) the expensesnature of such new buildings, if anyimprovements, in collecting machinery, equipment and fixtures will not impair the samecharacter of the Project as an enterprise permitted by the Act. If the Company elects to repair, restore or replace the Project, for all purposes of this Lease, any reference to the words “Project Improvements” shall be applied deemed to also include any such new buildings, improvements and fixtures and all additions thereto and all replacements and alterations thereof and any reference to the words “Project Equipment” shall be deemed to also include any such new machinery and equipment. Unless the Company makes the determination described in reduction subsection (f) below, the Net Proceeds of casualty insurance required by Article VII hereof received with respect to such damage or loss to the Project shall be used to pay the cost of repairing, restoring, replacing or rebuilding the Project or any part thereof. Insurance monies in an amount less than $1,000,000 may be paid to or retained by the Company to be held in trust and used as provided herein. Insurance monies in any amount of $1,000,000 or more shall be (i) paid to the Trustee and deposited in the Project Fund and shall be disbursed as provided in Section 4.4 hereof to pay the cost of repairing, restoring, replacing or rebuilding the Project or any part thereof, or (ii) if determined by the Owners of 100% in principal amount of the outstanding Principal Balance under Bonds Outstanding, applied as directed by, or on behalf of, such Owners of 100% in principal amount of the Note pertaining Bonds Outstanding. If the Company makes the determination described in subsection (f) below, the Net Proceeds shall be deposited with the Trustee and used to redeem Bonds as provided in subsection (f). (b) If any of the insurance monies paid by the insurance company as hereinabove provided remain after the completion of such repairs, restoration, replacement or rebuilding, and this Lease has not been terminated, the excess shall be deposited in the Bond Fund, subject to the Damaged Propertyrights of any leasehold mortgagee or Financing Party. Notwithstanding anything to the contrary set forth aboveCompletion of such repairs, if a particular Property (a "DAMAGED PROPERTY") restoration, replacement or rebuilding shall be damaged or destroyed, in whole or in part, evidenced by fire or other casualty, Lender shall, a certificate of completion in accordance with the provisions of Section 4.5 hereof. Unless the Company makes the determination described in subsection (f) below, if the Net Proceeds are insufficient to pay the entire cost of such repairs, restoration, replacement or rebuilding, the Company shall pay the deficiency. (c) Except as otherwise provided in this Section hereinafter set forthLease, make in the net amount event of all insurance proceeds received any such damage by Lender pursuant to fire or any other casualty, the provisions of this Agreement Lease shall be unaffected and the Company shall remain and continue liable for the payment of all Basic Rent and Additional Rent and all other charges required hereunder to be paid by the Company, as a result of though no damage by fire or any other casualty has occurred. (d) The City and the Company agree that they will cooperate with each other, to such damage or destruction after deduction of its reasonable costs and expenses, if anyextent as such other party may reasonably require, in collecting connection with the same (hereinafter referred to as the "NET PROCEEDS") available prosecution or defense of any action or proceeding arising out of, or for the repair and restoration collection of the Damaged Property, provided any insurance monies that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lenderdue in the event of, as soon as reasonably practicableany loss or damage, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which they will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory such other parties such instruments as may be required to Lender pursuant facilitate the recovery of any insurance monies. (e) The Company agrees to give prompt notice to the provisions City and the Trustee with respect to all fires and any other casualties occurring in, on, at or about the Project Site causing (in the Company’s opinion) damage of which Borrower and ARC IV shall jointly and severally guaranty more than $1,000,000. (f) If the Company determines that rebuilding, repairing, restoring or replacing the Project is not practicable or desirable, or if the Company does not have the right under any Leasehold Security Agreement to Lender the lien-free completion of the use any Net Proceeds for repair and or restoration of the Damaged Property in accordance Project, any Net Proceeds of casualty insurance required by Article VII hereof received with respect to such damage or loss shall, after payment of all Additional Rent then due and payable, be paid into the provisions Bond Fund and shall be used to redeem Bonds on the earliest practicable redemption date or to pay the principal of this paragraphany Bonds as the same become due, all subject to rights of the mortgagee under the Leasehold Security Agreement (if any) and the Financing Party under the Financing Documents (if any). The Company agrees to be reasonable in exercising its judgment pursuant to this subsection (f). Alternatively, if the Company is the sole owner of the Bonds and it has determined that rebuilding, repairing, restoring or replacing the Project is not practicable or desirable, it may tender Bonds to the Trustee for cancellation in a principal amount equal to the Net Proceeds shall be held by Lender in an interest-bearing accountof the casualty insurance, and until disbursed retain such proceeds for its own account. (g) The Company shall not, by reason of its inability to use all or any part of the Project during any period in accordance with which the provisions Project is damaged or destroyed or is being repaired, rebuilt, restored or replaced, nor by reason of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereoncosts of such rebuilding, shall repairing, restoring or replacing, be disbursed by Lender toentitled to any reimbursement from the City, the Trustee or as directed by, Borrower from time the Owners or to time during the course any abatement or diminution of the repair and restoration rentals payable by the Company under this Lease or of any other obligations of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall Company under this Lease except as expressly provided in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this Section.

Damage or Destruction. If any Property shall be (a) In the event the Building is damaged or destroyed, in whole or in part, by fire or other property hazard perils covered by Landlord's insurance, Landlord shall: (i) In the event of total destruction, at the Landlord's option, as soon as reasonably possible thereafter, commence repair, reconstruction and restoration of the Building and/or the Premises and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; or casualtywithin ninety (90) days after such damage, Borrower elect not to so repair, reconstruct or restore the Building and/or the Premises, in which event this Lease shall terminate. In either event, Landlord shall give prompt Tenant written notice thereof of its intention within said ninety (90) day period. In the event Landlord elects not the restore the Building and/or the Premises, this Lease shall be deemed to Lender and one hundred have terminated as of the date of such total destruction. (100ii) In the event of a partial destruction of the Building and/or Premises, to an extent not exceeding twenty five percent (25%) percent of the net amount full value thereof, and if the damage thereto is such that the Building and/or the Premises may be repaired, reconstructed or restored within a period of all ninety (90) days from the date of the happening of such casualty and if Landlord will receive insurance proceeds received by Lender or Borrower as a result sufficient to cover the costs of such damage repairs, then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work or destruction after deduction repair, reconstruction and restoration shall require a period longer than ninety (90) days or exceeds twenty five percent (25%) of reasonable costs the full insurance value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs, then Landlord either may elect to so repair, reconstruct or restore and the expensesLease shall continue in full force and effect or Landlord may elect not to repair, if anyreconstruct or restore and the Lease shall then terminate. Under any of the conditions of this Subsection 22(a)(ii), in collecting Landlord shall give written notice to Tenant of its intention within said ninety (90) day period. In the sameevent Landlord elects not to restore the Building and/or the Premises, this Lease shall be applied in reduction deemed to have terminated as of the outstanding Principal Balance date of such partial destruction. (b) Upon any termination of this Lease under any of the Note pertaining provisions of this Section 22, the parties shall be released without further obligation to the Damaged Propertyother from the date possession of the Premises is surrendered to Landlord except for items which have therefore accrued and are then unpaid. (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the Rental payable under this Lease shall be abated proportionally with the degree to which Tenant's use of the Premises is impaired during the period of such repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. (d) Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Section 22. Notwithstanding anything to the contrary set forth abovecontained in this Section 22, if a particular Property (a "DAMAGED PROPERTY") shall be Landlord is delayed or prevented from repairing or restoring the damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, Premises within a reasonable period of time, not to exceed one hundred eighty (180) days following after the completion occurrence of such repair damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, Landlord shall be relieved of its obligation to make such repairs or restoration and restoration Tenant shall be released from its obligations under this Lease as of the Damaged Propertyend of said one hundred eighty (180) day period. (e) If damage is due to any cause other than fire or other peril covered by extended coverage insurance, Landlord may elect to terminate this Lease. (f) If Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repair or restoration only of those portions of the gross cash flow Building and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs Premises which were originally provided at Landlord's expense, and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of items not provided at Landlord's expense shall be the Damaged Property will be completed on obligation of Tenant. (g) Notwithstanding anything to the contrary contained in this Section 22, Landlord shall not have any obligation whatsoever to repair, reconstruct or before restore the earlier Premises when the damage resulting from any casualty covered under this Section 22 occurs during the last twenty four (24) months of the term of this Lease or any extension hereof. (h) If the then existing laws do not permit the restoration described herein, Landlord may terminate this Lease by giving written notice to occur of Tenant, in which event this Lease shall terminate thirty (w) ninety (9030) days prior to the Maturity Date, or following Tenant's receipt of such notice. (xi) the date on which the business interruption insurance covered by such Borrower shall expire, (viThe provisions of Sections 1932(2) Lender shall be satisfied that all and 1933(4) of the termsCalifornia Civil Code, covenants and provisions which permit termination of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion lease upon destruction of the repair Leased Premises, are hereby waived by Tenant and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds Section shall be held by Lender govern in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use cases of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. 10.1 No loss or damage by fire or other cause required to be insured against by Lessee hereunder, resulting in either partial or total destruction of any building or improvement on the Premises, shall, except as otherwise provided herein, operate to terminate this Lease, or to relieve or discharge Lessee from the performance and observance of any of the agreements, covenants and conditions herein contained on the part of Lessee to be performed and observed. Without limiting the generality of the foregoing, Lessee shall not be relieved from its obligation to pay rent hereunder on the event of such damage or destruction, unless Lessee shall elect to terminate this Lease as provided below. 10.2 If any Property buildings or improvements located on the Premises, or any fixture, equipment or machinery used or intended to be used in connection with the Premises, at any time during the term of this Lease shall be damaged or destroyed, in whole or in part, destroyed by fire or other property hazard or casualtycause and Lessee does not terminate this Lease pursuant to Subparagraph 10.3 below, Borrower shall give prompt notice thereof then Lessee may, at its option, elect to Lender and one hundred exercise the option to purchase the Premises contained in Paragraph 28 hereof (100%) percent irrespective of the net amount year of all insurance proceeds received by Lender or Borrower as a result of the Lease Term in which such damage or destruction after deduction of reasonable costs occurs) or instead may elect to repair, reconstruct or replace such buildings or improvements and the expensessuch fixtures, if anyequipment and machinery to a condition substantially similar to their condition immediately prior to such destruction, in collecting which case such work shall be carried out with all reasonable diligence. All such repair, reconstruction or replacement shall be at the samesole cost and expense of Lessee and, upon completion thereof, shall be applied in reduction (subject to the provisions relative to financing by Lessee hereof) free and clear of all liens and encumbrances of any nature whatsoever, including mechanics’ liens. 10.3 If (i) any buildings or improvements hereafter located on the Premises are totally destroyed, or are partially destroyed or damaged and the cost to repair or reconstruct the Premises exceeds twenty percent (20%) of the outstanding Principal Balance under replacement value of the Note pertaining Premises (“replacement value” as used herein shall mean the actual cost of replacing the entire Premises), or (ii) the then existing laws do not permit the repair, reconstruction or replacement of such buildings and improvements, or (iii) such total or partial destruction occurs during the last five (5) years of the term of this Lease, then, in any of such events, Lessee may, at its option, elect to repair, reconstruct or replace such buildings or improvements, or elect to terminate this Lease by giving Lessor notice thereof within ninety (90) days after such total or substantial destruction, or elect to exercise the option to purchase the Premises contained in Paragraph 28 hereof (irrespective of the year of the Lease Term in which such damage or destruction occurs). If Lessee elects to terminate this Lease, then, upon Lessor’s written request made upon Lessee within ninety (90) days after Lessor’s receipt of Lessee’s notice of election to terminate, Lessee shall deliver the Premises to Lessor after, at Lessee’s option, either (i) promptly demolishing any remaining portion of the Building in its Shell Condition as well as all improvements located on the Premises, leaving the Premises clear of all debris and graded to the Damaged Property. Notwithstanding anything level of surrounding sidewalks and/or streets, whereupon this Lease shall terminate; or (ii) promptly restoring the Premises to the contrary condition thereof as of January 1, 1994 but with the right to remove improvements and fixtures as described in this Restated Lease, normal wear and tear excepted, whereupon this Lease shall terminate. Should Lessor and Lessee for any reason disagree as to whether any destruction of such buildings or improvements is sufficient to entitle Lessee to terminate this Lease under this paragraph, the matter shall be determined by arbitration in the manner provided in Paragraph 30 hereof. 10.4 In the event that Lessee elects or becomes obligated under this Paragraph 10 to restore the Premises, Lessee at its cost shall cause to be prepared final plans and specifications and working drawings complying with applicable laws as necessary for restoration of the Premises. The plans and specifications and working drawings must be approved by Lessor, provided that Lessor shall not unreasonably withhold its approval thereof. Lessor shall have thirty (30) days after receipt of the plans and specifications and working drawings to either approve or disapprove the plans and specifications and working drawings and return them to Lessee. If Lessor disapproves the plans and specifications and working drawings, Lessor shall notify Lessee of its objections and Lessor’s proposed solution to each objection. In the event of any disagreement between the parties as to whether Lessor’s disapproval is reasonable, the matter will be settled in the same manner as provided in Paragraph 30 hereof. Lessee acknowledges that the plans and specifications and working drawings shall be subject to approval of the appropriate governmental bodies and that they will be prepared in such a manner as to obtain that approval. The work of restoration shall be accomplished subject to the conditions set forth abovein Subparagraph 9.2 hereof, if a particular Property (a "DAMAGED PROPERTY") and otherwise shall be damaged accomplished as follows: 10.4.1 Lessee shall undertake and complete the restoration with due diligence, subject to unavoidable delays as defined in Paragraph 31 hereof; 10.4.2 Lessee shall perform the work itself or destroyedretain a licensed contractor. Lessee or such contractor shall be required to carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction in whole or accordance with Paragraph 13. Such insurance shall contain a waiver of subrogation clause in part, by fire or other casualty, Lender shall, favor of Lessor and Lessee in accordance with the provisions of Subparagraph 13.3; 10.4.3 Lessee shall notify Lessor of the date of commencement of the restoration not later than ten (10) days before commencement of the restoration to enable Lessor to post and record notices of nonresponsibility. Lessee may elect at its option to obtain a performance and payment bond covering the contractor performing the work of restoration; provided that if Lessee does elect to obtain a bond, Lessor shall be named as an additional obligee and a copy of such bond shall be delivered to Lessor; 10.4.4 On completion of the restoration Lessee shall immediately record a notice of completion in the county in which the Premises are located; 10.5 If this Section hereinafter set forth, make the net amount Lease is cancelled or terminated under any of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or Paragraph 10 following any destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the termsinsurance proceeds paid on account of such destruction, covenants less any portion thereof used by Lessee in demolishing any remaining improvements and provisions clearing or restoring the Premises pursuant to Paragraph 10.3, under any of the hazard insurance policies which Lessee is obligated to maintain and keep in full force and effect during the term of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Lease under the provisions of which Borrower and ARC IV Paragraph 13, shall jointly and severally guaranty belong to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing accountLessor, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Lessee shall have no right, title or interest therein; provided, however, that if Lessee has exercised the use of option to purchase the Premises contained in Paragraph 28 hereof or if Lessee has elected to restore the Premises pursuant to Subparagraphs 10.3 or 10.4 hereof, then all such plan proceeds shall belong to Lessee and specifications and all permitsLessor shall have no right, licenses and approvals required title or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,interest therein.

Damage or Destruction. If any Property the Premises or the Building shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions damage (exclusive of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant any improvements or other changes made to the provisions Premises and paid for by Lessee), shall be repaired by and at the expense of this Agreement Lessor to as near condition which existed immediately prior to such damage or destruction as reasonably possible; provided, however, that if as a result of damage by fire or other casualty more than fifty percent (50%) of the net rental area of the Building is rendered untenantable, then and in such damage event either Lessor or destruction after deduction of its reasonable costs Lessee shall have the right and expensesoption (exercised, if anyat all, in collecting by giving written notice to the other party within thirty (30) days of such destruction or casualty) to terminate this Lease as of the date of such casualty. Subject to the foregoing; the Lessor shall commence such repair within sixty (60) days after such casualty and shall complete the same (hereinafter referred within a reasonable time thereafter, subject to as acts of God, strikes and other occurrence not within the "NET PROCEEDS") available for control of Lessor. In the event Lessor fails to commence such repair or restoration within such period or shall fail to prosecute such repair and restoration in a timely manner, then Lessee shall have the right LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC and option (exercised, if at all, by giving written notice within fifteen (15) days of such failure) to terminate this Lease. In the event this Lease is terminated for any of the Damaged Propertyreasons aforesaid, provided that (i) no default shall have occurred and any rents or other payments shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration prorated as of the Damaged Property, as nearly as possible effective date of such termination and proportionately refunded to the condition Lessee or paid to Lessor as the Damaged Property was case may be. During any period in immediately prior to such time, which the Premises or any portion thereof is rendered untenantable by fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and the rent shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect ▇▇▇▇▇ proportionately to the Damaged Property as a result of area rendered untenantabie for the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this condition exists.

Damage or Destruction. (a) If the Hotel or any Property portion thereof shall be damaged or destroyeddestroyed at any time or times during the Term by fire, casualty or any other cause commonly covered by fire and extended coverage insurance and the cost of repairing such damage and restoring the Hotel to substantially its condition immediately prior to such damage or destruction, as reasonably estimated by Owner based upon estimates Owner receives from contractors and other reasonable and customary evidence, will not exceed the sum of $1,000,000 plus adjustments to reflect increases in the CPI for each Fiscal Year after 2018 exclusive of the cost of the foundation and footings ("Minimum Cost"), Owner will, at its own cost and expense (subject to Owner's receipt of insurance proceeds sufficient to pay such costs and expenses) and with due diligence repair and/or restore the Hotel so that after such repair and/or restoration, the Hotel shall be in substantially the same condition as it was immediately prior to such damage or destruction. (b) If the cost of such repair and/or restoration will, as so reasonably estimated by Owner, exceed the Minimum Cost, then Owner shall, within one hundred twenty (120) days after such damage or destruction, elect by notice to Manager either (x) to carry out such repair and/or restoration, in whole which case Owner shall complete such repair and/or restoration pursuant to the last sentence of Section 15.1(a) or in part(y) to terminate this Agreement; should Owner so elect to terminate this Agreement. Upon the termination of this Agreement pursuant to this paragraph, Operator shall be entitled to a Reinstatement Right for a period of 24 months from the date of termination. (c) In the case of damage or destruction which Owner is required by fire the preceding provisions of this Section 15.1 to repair or other property hazard restore or casualtywhere Owner has not elected under said preceding provisions to terminate this Agreement, Borrower Owner shall give prompt notice thereof undertake to Lender so repair and/or restore such damage or destruction and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as neither Owner nor Manager shall have a result right to terminate this Agreement on account of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. If any (a) After the Effective Time, if the buildings, improvements, equipment, fixtures and personal property constituting part of the Leased Property shall be are damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, destroyed by fire or other casualty, Lender shallthe Term of this Lease shall not be reduced or affected in any way, this Lease shall nevertheless continue in accordance full force and effect, and Lessee at its sole cost and expense (but with the provisions use of this Section hereinafter set forth, make the net amount of all available insurance proceeds received by Lender pursuant as provided in Section 15.3) shall promptly and diligently replace, rebuild, repair and restore the damaged or destroyed buildings, improvements, equipment, fixtures and personal property to substantially the provisions of same condition and to their productive capacity existing at the Effective Time (such replacement, rebuilding, repair and restoration being referred to in this Agreement Article as a result the "Work"). All insurance money paid on account of such damage or destruction after deduction of its under insurance policies provided for in Article 14 (less any reasonable costs and expenses, if any, expenses incurred in collecting the same (hereinafter referred to as the "NET PROCEEDS"same) available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security available for the payment of the Debtcost of the Work as provided in Section 15.3. The Net Proceeds together with interest earned thereonUnder no circumstances shall Lessor be obligated to make any payment, disbursement, contribution or reimbursement towards the cost of the Work. Upon completion of the Work, any insurance money paid on account of such damage or destruction under insurance policies provided for in Article 14 and not applied to the payment of the cost of the Work shall be disbursed retained by Lender toLessee as Lessee's sole property, or as directed by, Borrower from time Lessor hereby expressly assigning to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of Lessee any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans right, title and specifications required interest of Lessee now or hereafter arising in connection with the repair and restoration of the Damaged Property shall be subject or to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten any such proceeds. (10b) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender Lessee be obligated entitled to make disbursements any abatement, allowance, reduction or suspension of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as Rent or other payments under this Lease because all or any part of the repair and restoration Leased Property shall be untenantable owing to the partial or total damage or destruction of the Damaged Leased Property,; and notwithstanding anything herein to the contrary, no such damage or destruction shall affect in any way the obligation of Lessee to pay the Rent and other payments herein reserved or required to be paid by Lessee or release Lessee of or from any obligations imposed upon Lessee under this Lease.

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Damaged

Damage or Destruction. A. If any Property the Demised Premises shall be partially damaged by fire or destroyedother casualty, the damaged portions of the Demised Premises (but not Tenant's trade fixtures or personal property) shall be repaired by and at the expense of Owner (unless such fire or casualty resulted, in whole or in part, by fire from any act or other property hazard omission, whether negligent or casualtyotherwise, Borrower of Tenant or his agents, servants, contractors, employees, invitees, or assigns, in which case such repairs shall give prompt notice thereof be at the cost and expense of Tenant), and the rent until such repairs shall be made shall be apportioned according to Lender and one hundred (100%) percent the part of the net Demised Premises which is usable by Tenant. If Tenant shall have paid rent in advance, Owner shall repay to Tenant an amount equal to that portion of all insurance proceeds received by Lender or Borrower as a result rent so paid in advance, payment of such damage or destruction after deduction of reasonable costs and which is abated. B. If the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Demised Premises are totally damaged or destroyed, in whole or in part, are rendered wholly untenantable by fire or other casualty, Lender Owner shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction within sixty (60) days after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with give Tenant written notice of Owner's election whether: 1) To terminate this Lease and thereupon the term of this Lease shall expire by lapse of time upon the third (3rd) day after such alterations as may be approved by Lender, as soon as reasonably practicablenotice is given, and Tenant shall diligently pursue vacate the Demised Premises and surrender the same to satisfactory completionOwner. If Tenant shall not be in default under this Lease, or if any monetary default existing at the time of the giving of such a notice is cured in full within three (iii3) Lender shall be satisfied that any operating deficits which will be incurred with respect days after delivery of said notice, then upon the termination of this Lease under the conditions provided for in the sentence immediately preceding, Tenant's liability for rent accruing subsequent to the Damaged Property fire or casualty shall cease and be apportioned as a result of the occurrence day following such fire or casualty, or 2) To restore or rebuild the Demised Premises in character, layout, area and equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, and it is agreed that in such event, this Lease shall continue in full force and effect, but the rent, the additional rent, and all other payments and obligations of any Tenant shall ▇▇▇▇▇ as of the date of such fire or other casualty will be covered out casualty, until the Demised Premises shall have been fully and completely restored or rebuilt by Owner and possession thereof shall have been delivered to Tenant. Should Owner elect to send Tenant written notice under subparagraph (1) of this Article 56B, and thereafter, within one (1) year of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion giving of such repair notice, act nevertheless to restore or rebuild the Demised Premises in character, layout, area and restoration equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, then and in such event, Owner agrees to give Tenant a thirty (30) day unilateral option to be exercised by Tenant in the method and manner otherwise set forth in this Lease, to resume occupancy for the remaining balance of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that original lease term under all of the termsother terms and conditions set forth in this Lease. C. Owner shall not be liable for reasonable delay under the foregoing subparagraphs A or B if such delay arises by reason of adjustment of insurance on the part of Owner and/or Tenant or the reasonable delay on account of any cause beyond the control of Owner or contractors employed by Owner, covenants including, but not limited to strikes, labor disputes and provisions shortages of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to material. D. Tenant hereby expressly waives the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion Section 227 of the repair Real Property Law and restoration of any law now in force or hereafter enacted which, in substance, provides for termination of a lease of real property by reason of destruction or untenantability of the Damaged Property in accordance with Premises demised thereunder caused by fire or other casualty and agrees that the provisions of this paragraph. The Net Proceeds Article 57 shall be held by Lender govern and control in an interest-bearing account, and until disbursed in accordance with the lieu of any such provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,law.

Damage or Destruction. If any Property shall be the Improvements are damaged or destroyed, in whole or in part, destroyed by fire or other property hazard or casualtyhazard, Borrower Lessee shall give prompt notice thereof forthwith commence, and thereafter diligently and continuously prosecute to Lender and one hundred (100%) percent of completion, the net amount of all insurance proceeds received by Lender or Borrower as a result repair of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, restoration of such Improvements to their condition immediately prior to such damage. All such repairs and restoration shall be applied in reduction completed as promptly as possible. Lessee shall also promptly take all steps necessary to assure that the Leased Premises shall be and remain safe and the damaged Improvements not constitute a hazard or danger to persons or property from the time of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall. In no event shall the Ground Rent be suspended or abated unless Lessor, in accordance with its sole discretion, decides to do so in consideration of the provisions personal hardship or incapacity of Lessee. The intent of this section is to ▇▇▇▇▇▇ perpetual occupancy by Low- or Moderate- Income Residents (as defined below) despite the occurrence of unforeseeable financial and personal hardship. If not later than sixty (60) days after the occurrence of a fire or other casualty which causes substantial damage to the Improvements, Lessee, using reasonable judgment and in reliance upon professional estimates and advice, determines that such full repair and/or restoration is either (a) physically impossible, or (b) provided that Lessee has fulfilled all of the hazard insurance requirements set forth in Section hereinafter set forth9.5 hereof, make the net available insurance proceeds are less than eighty percent (80%) of the cost of such repair and/or restoration, then Lessee may terminate this Lease by written notice to Lessor given within such sixty (60) day time period. Such termination notice shall not, however, be effective until sixty (60) days after the date upon which it is received by Lessor, during which time Lessor shall have the opportunity to seek an adjustment from the insurer so as to increase the amount of all available insurance proceeds received by Lender pursuant proceeds, arrange for such repair and/or restoration at a cost sufficiently low so as to avoid condition (b) of the provisions of this Agreement as preceding sentence, or design a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and partial restoration of the Damaged Property, provided that Improvements which would be sufficient to provide Lessee with Improvements of reasonably equivalent quality and floor area to not less than eighty percent (i80%) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, Improvements as nearly as possible to the condition the Damaged Property was in they existed immediately prior to such fire or other casualty; and in any of the foregoing cases by written notice of such action to Lessee within such additional sixty (60) day period the Lessor may render Lessee’s termination notice null and void. If Lessor shall fail to so nullify the termination notice, with then this Lease shall terminate at the expiration of such alterations as may be approved by Lender, as soon as reasonably practicablesixty (60) day period after Lessor’s receipt of Lessee’s termination notice, and shall diligently pursue the same any proceeds of insurance payable to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result Lessee on account of the occurrence of any such fire or other casualty will hazard shall be covered out paid as provided in the following paragraph. Such insurance proceeds shall be allocated between Lessee and Lessor in the same proportion as that of the Net Proceeds or relative fair market values of: (i) the Improvements prior to such casualty, as encumbered by Borrower out-of-pocket or with this Lease (including the proceedslimitation on sale price set forth in Article X hereof), to (ii) the Land, Improvements and other property located on the Leased Premises (also measured prior to such casualty and as encumbered by this Lease), less the value of the Land, Improvements and other property located on the Leased Premises measured after such casualty as of the time of termination and as encumbered by this Lease. For example, if anythe value of the Improvements as permitted by this Lease prior to such casualty would have been $100,000, the value of business interruption said Land, Improvements and other property prior to such casualty would have been $180,000, and the value of the Land, Improvements and other property as of the date of termination would have been $120,000, then the proceeds would be split in the proportion of $100,000 to $60,000 ($180,000 minus $120,000 = $60,000), or rental interruption insurance62.5% to Lessee, (iv) Lender and 37.5% to Lessor. Notwithstanding the generality of the foregoing, Lessee shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion in any event receive an amount of such repair and restoration proceeds in excess of the Damaged Propertyvalue of the Improvements permitted hereunder such that if, in the preceding example, the gross cash flow available amount of insurance proceeds had been $170,000 (and 62.5% of $170,000 is $106,250), the net cash flow Lessee would still only receive $100,000 (the value of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days Improvements as permitted by this Lease prior to the Maturity Date, or (xcasualty) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to Lessor would receive the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,$70,000 balance thereof.

Damage or Destruction. (a) Tenant shall bear all risk of damage, loss and destruction of the Premises from whatever source (whether or not any insurance proceeds are payable in respect of, or are sufficient to cover, such damage, loss or destruction). If the whole or any Property shall be portion of the Premises is damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, destroyed by fire or other casualty, Lender then Tenant shall, at its cost and expense, forthwith repair, restore, rebuild or replace the damaged or destroyed Improvements and Tenant’s Property (as defined below), and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by Laws (the repair, restoration, rebuilding and/or replacement work required of Tenant under this Section 13(a) is herein collectively called the “Restoration Work”). Notwithstanding the foregoing, if (x) the Premises are damaged or destroyed by a fire or other casualty that is caused by an affirmative action of Landlord or a Landlord Party that constitutes gross negligence or willful misconduct, (y) at the time of such fire or other casualty, Tenant maintained all of the insurance Tenant was required to maintain pursuant to Section 11 above, and (z) such fire or other casualty is not covered by such insurance, then Landlord (rather than Tenant) shall pay the cost of the Restoration Work with respect to such fire or other casualty. (b) Tenant, shall, within thirty (30) days after the occurrence of the fire or other casualty, furnish to Landlord an estimate, prepared and certified by an architect selected by Tenant and reasonably acceptable to Landlord, of the date by which such architect expects the Restoration Work to be completed. The provisions and requirements of Section 10 shall apply with respect to the Restoration Work (and the same shall constitute Tenant Changes hereunder); and without limiting the generality of the foregoing, the same shall be performed in accordance with the plans and specifications to the extent required under Section 10. (c) Notwithstanding any Laws to the contrary, there shall be no abatement or diminution of Base Rent or additional rent or release from any of Tenant’s obligations hereunder (nor shall Tenant have any right whatsoever to terminate this Lease except as expressly set forth herein to the contrary) by reason of any such damage or destruction to the Premises, regardless of the period of time, if any, during which the Premises or any part thereof remain untenantable. (d) Promptly after any damage or destruction to the Premises by fire or other casualty, Tenant shall submit proof of loss statements with the insurance company(ies) under the policies of Property Damage Insurance and provide Landlord (and any named Mortgagee or Underlying Lessor) with a copy of all such submitted statements. Landlord (and any named Mortgagee or Underlying Lessor) shall have the right to participate with Tenant in the adjustment, collection and compromise of any and all claims under all policies of Property Damage Insurance and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Tenant shall not settle any claim without the prior written approval of Landlord (and any named Mortgagee or Underlying Lessor), which approval shall not be unreasonably withheld so long as no Event of Default then exists. (e) The proceeds of the policies of Property Damage Insurance in respect of the damage or destruction in question shall be paid either to any Mortgagee or Underlying Lessor designated by Landlord for such purpose or, if no such Mortgagee or Underlying Lessor then exists, an independent escrow agent reasonably selected by Landlord (in either event, the person being paid such proceeds is herein called the “Casualty Depositary”) in trust in accordance with the following provisions of this Section hereinafter set forth13. The term “Net Property Damage Insurance Proceeds” shall mean the proceeds of the policies of Property Damage Insurance, make in respect of the net amount damage or destruction in question, that are actually paid to Casualty Depositary, less the reasonable cost to the Casualty Depositary and/or Landlord of all insurance recovering, holding and/or paying out such proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations Section 13 (including, without limitation, all applicable Environmental Requirements)reasonable attorneys’ fees, costs and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Propertydisbursements and, as well as applicable, the contracts under which they have been engagedreasonable costs and expenses allocable to policing the requirements of Section 13(f)(1) through (6) below, shall be identified to Lender and Consultant, if any. All including without limitation the costs and expenses incurred by Lender in connection with making inspecting the Net Proceeds available for the repair Restoration Work and/or any plans and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,specifications therefor).

Damage or Destruction. If any Property the Facility shall be damaged or destroyed, destroyed (in whole or in part) at any time during the Lease Term: (i) there shall be no abatement or reduction in the amount of Rent payable by Lessee under this Lease, by fire or other property hazard or casualty, Borrower with Lessee maintaining business interruption insurance; (ii) Lessee shall promptly give prompt written notice thereof to Lender Lessor, and (iii) Lessee shall promptly replace, repair, rebuild or restore the Facility to substantially the same condition, value and one hundred utility as an operating entity as existed prior to such damage or destruction, with such changes, alterations and modifications (100%including the substitution and addition of other property) percent as may be desired by Lessee and approved by Lessor and as will not impair the over-all operating utility, use or service capacity or the character of the net amount of all insurance proceeds received by Lender or Borrower as a result of Facility. If the claim for loss resulting from such damage or destruction after deduction of reasonable costs is not greater than Fifty Thousand and No/100 Dollars ($50,000.00), Lessee shall apply to the expensesreplacement, if anyrepair, in collecting the same, shall be applied in reduction rebuilding or restoration of the outstanding Principal Balance under Facility so much as may be necessary of any net proceeds of insurance resulting from claims for such losses. If the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of claim for loss resulting from such damage or destruction after deduction exceeds Fifty Thousand and No/100 Dollars ($50,000.00), at the Lessor’s option, (i) the Lessor will hold and disburse all net proceeds of its reasonable insurance, or (ii) all net proceeds of insurance shall be paid into a special trust fund, maintained by Lessor’s designated trustee (the “Trustee”). The Trustee, upon receipt of a certificate of the Authorized Representative of Lessee that payments are required for such purpose, shall apply so much as may be necessary of the net proceeds of such insurance to the payment of the costs and expensesof such replacement, if anyrepair, in collecting the same (hereinafter referred to rebuilding or restoration, either on completion thereof or as the "NET PROCEEDS"work progresses, at the option of Lessee. Each such certificate of Lessee shall be accompanied by a certificate of an architect or engineer (who shall be selected by Lessee and satisfactory to the Trustee) available for the repair and restoration in charge of the Damaged Propertyrebuilding, provided repairing or restoring, dated not more than thirty (30) days prior to such direction, setting forth in substance that (i) no default the sum then directed to be applied either has been paid by Lessee, or is justly due, to contractors, subcontractors, materialmen, engineers, architects or other persons who shall have occurred rendered services or furnished materials or improvements for the rebuilding, repairing or restoring therein specified; the names of such persons; a brief description of such services or materials or improvements and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair several amounts so paid or due to each of such persons; and restoration a statement that none of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result costs of the occurrence of services or materials or improvements described in such certificate has been or is being made the basis, in any such fire previous or other casualty will then pending direction for payment under this Section and that the sum then directed to be covered out applied does not exceed the value of the Net Proceeds services or by Borrower out-of-pocket materials or with improvements described in the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in fullcertificate, and (ii) that, except for the amount, if any, stated (pursuant to (i) preceding) in such certificate to be due for services or materials or improvements, there exist no notice is not outstanding any indebtedness known to the persons signing such certificate which is then due for labor, wages, materials, supplies or services which, if unpaid, might become the basis of pendency, stop order, notice of intention to file mechanic's or materialman's liena vendor’s, mechanic's ’s, laborer’s or materialman's materialmen’s lien upon the Facility or other lien any part thereof. Pending the expenditure of such special fund, the Trustee, pursuant to the written direction of Lessor, shall invest the same in a federally insured bank. At Lessor’s option, in the event the net proceeds of insurance are not sufficient to pay in full costs of such replacement, repair, rebuilding or encumbrance restoration, Lessee shall nonetheless supervise the completion of any nature whatsoever on the Damaged Property arising out work thereof and Lessor shall pay from its own moneys, deposited with the Trustee prior to commencement of the repair and restoration within thirty (30) days of invoice submission, that portion of the Damaged Property which have not either been fully bonded costs thereof in excess of such net proceeds without offsetting Rent payments. All such replacements, repairs, rebuilding or restorations made pursuant to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien this Section 13(a) shall automatically become a part of the Mortgage encumbering Facility as if the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use same were specifically described herein.Any balance of such plan and specifications and net proceeds remaining after payment of all permitsthe costs of such replacement, licenses and approvals required repair, rebuilding or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrowerto Lessor. Notwithstanding the foregoing to the contrary, in the event the Leased Premises are damaged or destroyed to the extent of fifty percent (50%) or more of the replacement cost value thereof, then Lessor, in Lessor’s sole discretion, may elect to terminate this Lease, in which event Lessor shall be entitled to receive the insurance proceeds and, after the effective date of termination, neither Lessor nor Lessee shall have any further obligations pursuant to this Lease. In no the event Lessor elects to terminate this Lease pursuant to the foregoing right to do so, Lessor shall Lender be obligated to make disbursements notify Lessee in writing of such election within thirty (30) days-of the Net Proceeds in excess date of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,damage or destruction.

Damage or Destruction. SECTION 15.01. In case of damage to or destruction of the Demised Premises by fire or other casualty resulting in a loss exceeding in the aggregate ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), Lessee shall promptly give written notice thereof to the Lessor. Lessee, at Lessee’s sole cost and expense, whether or not the insurance proceeds, if any, shall be sufficient for the purpose, and irrespective of the amount of any loss, shall restore, repair, replace or rebuild the same as nearly as possible to its value, condition and character immediately prior to such damage or destruction and with such changes and alterations as may be acceptable to Lessor. Such restoration, repairs, replacements, rebuilding, changes or alterations, including the cost of temporary repairs or for the protection of the Demised Premises pending completion (hereinafter collectively referred to as the “restoration”) are hereby made subject to the application of subdivisions (c), (d), (e), (f), (g), (h), (i) and (j) of Section 9.01 of this Lease with the same force and effect as though the said subdivisions were repeated herein verbatim with the word restoration, in the comprehensive sense defined above, substituted in place and stead of the words “change and alteration”, and Lessee hereby covenants and agrees to comply timely with the said subdivisions as so modified and incorporated herein by reference, in connection with any such restoration. SECTION 15.02. All insurance money paid to Lessor on account of such damages or destruction, less the actual cost, fees and expenses, if any, incurred in connection with the adjustment of the loss, shall he applied by Lessor to the payment of the cost of the aforesaid restoration and shall be paid out from time to time as such restoration progresses upon the written request of Lessee which shall be accompanied by the following: (1) A certificate signed by Lessee, dated not more than thirty (30) days prior to such request, setting forth the following: (a) That the sum then requested either has been paid by Lessee, or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons who have rendered services or furnished materials for the restoration therein specified, the names and addresses of such persons, a brief description of such services and materials, the several amounts so paid or due to each of said persons in respect thereof, that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Lessee, and that the sum then requested does not exceed the value of the services and materials described in the certificate. (b) That, except for the amount, if any, stated (pursuant to the foregoing subclause (l)(a)) in such certificate to be due for services or materials, there is no outstanding indebtedness known to the persons signing such certificate, after due inquiry, which is then due for labor, wages, materials, supplies or services in connection with such restoration which, if unpaid, might become the basis of a vendor’s, mechanic’s, laborer’s or materialman’s statutory or similar lien upon such restoration or upon the Demised Premises or any part thereof or upon Lessee’s leasehold interest therein. (c) That the cost, as estimated by the persons signing such certificate, of the restoration required to be done subsequent to the date of such certificate in order to complete the same, does not exceed the insurance money, plus any amount deposited by Lessee to defray such cost and remaining in the hands of Lessor after payment of the sum requested in such certificate. (2) An opinion of counsel or other evidence, reasonably satisfactory to Lessor, to the effect that there has not been filed with respect to the Demised Premises or any part thereof or upon Lessee’s leasehold interest therein any vendor’s, mechanic’s laborer’s, materialman’s or other similar lien, which has not been discharged of record, except such as will be discharged by payment of the amount then requested. (3) Whenever such restoration shall involve the construction of any foundation wall or any building wall, evidence, during the course of such construction, by survey and a survey reading thereon, made by a duly licensed surveyor, that there are, as a result of such construction, no encroachments on adjoining property objectionable to Lessor, no encroachments on any street or avenue objectionable to Lessor, and no physical conditions that would render title to the Demised Premises unmarketable. In the event that any such restoration involves expenditures in excess of TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000.00), the certificate required by subdivision (1) of this Section 15.02 shall be a certificate signed by the architect or engineer in charge of the restoration, who shall be selected and employed by Lessee at Lessee’s expense and approved in writing by Lessor, which approval Lessor agrees shall not be unreasonably withheld. Upon compliance with the foregoing provisions of this Section 15.02 Lessor shall, out of such insurance money or such deposit pay or cause to be paid to Lessee or the persons named (pursuant to subclause (l)(a) of this Section 15.02) in such certificate the respective amounts stated therein to have been paid by Lessee or to be due to them, as the case may be. But no such payment shall be made while there shall be existing at the time any Event of Default or any other default which is not in the process of being cured with due diligence and in good faith. If the insurance money at the time held by Lessor, less the actual cost, fees and expenses, if any, incurred in connection with the adjustment of the loss, or if any Property such deposit shall be insufficient to pay the entire cost of such restoration, Lessee shall pay the deficiency without delay. Upon the receipt by Lessor of satisfactory evidence, of the character required by subdivisions (1), (2) and (3) of this Section 15.02, that the restoration has been fully completed and paid for in full and that there are no liens of the character referred to therein, any balance of the insurance money at the time held by Lessor shall be paid to Lessee and to any Leasehold Mortgagee; provided Lessee shall not have exercised Lessee’s option to cancel this Lease pursuant to the provisions of Section 15.03 of this Lease and this Lease shall not have terminated as provided in Section 19.01 of this Lease; and provided, further, that no such payment shall be made while there shall exist any Event of Default or any other default on the part of Lessee under this Lease which is not in the process of being cured with due diligence and in good faith. SECTION 15.03. If the Demised Premises shall be damaged or destroyed, in whole or in part, destroyed by fire or other property hazard or casualty, Borrower shall give prompt notice thereof casualty within three (3) years prior to Lender and one hundred (100%) percent the expiration of the net amount initial or of any renewal term of this Lease, and this Lease shall not have been renewed beyond the then current term, and the cost of restoration exceeds the sum of SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00), as estimated by a licensed architect or a licensed professional engineer, selected and employed by Lessee at Lessee’s expense and approved in writing by the Lessor (which approval Lessor agrees shall not be unreasonably withheld and, if Lessor fails to act thereon within twenty (20) days, exclusive of Saturdays, Sundays and holidays, Lessor shall be deemed to have approved Lessee’s selection), Lessee shall have the option of (a) restoring, repairing, replacing, rebuilding, changing or altering the Building as provided in this Lease, or (b) terminating this Lease within sixty (60) days from the time of such destruction or damage (the exact date of such termination within such 60 day period to be stated in a written notice to Lessor); provided (1) the applicable insurance shall be valid and subsisting and adequate to cover such destruction or damage without any defenses to the payment thereof by the insurance carriers based upon acts or omissions of Lessee or of any Sublessee; (2) Lessee shall have timely and in good faith instituted, and thereafter shall have been busily engaged in prosecuting with continuity, all insurance proceeds received work necessary to protect and secure the occupants of the Demised Premises and the public from and against injury to persons and property; and if any note or notice of violation of any city, state or federal law, ordinance, order, or requirement, shall have been noted in or issued by Lender a city, state or Borrower federal government or departments thereof, having jurisdiction, against or affecting the Demised Premises or any part thereof as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallLessee shall have timely and in good faith instituted, and thereafter shall have been engaged in accordance prosecuting with continuity all work necessary to comply with any such note or notice; and the provisions insurance proceeds shall be used by the Lessor to the extent necessary to defray, or to make reimbursement for, the reasonable expense of such temporary repairs for such protection of the occupants of the Demised Premises and the public from and against injury to persons and property and the reasonable expense of the curing of any such violation resulting from such damage or destruction; provided, however, as a condition precedent to such defrayment or such reimbursement, Lessee shall have furnished to Lessor a certificate signed by Lessee setting forth that the sum requested either has been paid by Lessee or is justly due to contractors, sub-contractors, materialmen, engineers or other persons who have rendered services or furnished materials in connection with such temporary repairs or the curing of such violation as therein specified, the names and addresses of such persons, a brief description of such services and materials, the several amounts so paid or due to each of such persons with respect thereto, and that the sum requested does not exceed the reasonable value of the services and materials described in the certificate; (3) this Lease at the time of such election to terminate is unencumbered by any mortgages, judgments or other liens (to be evidenced by a search of a title company reasonably acceptable to the Lessor and to be furnished by the Lessee at Lessee’s sole cost and expense), free from any defaults and free from any pending matters that might develop into additional rent unless the Lessee shall secure the payment of such additional rent to the Lessor in a manner satisfactory to Lessor and, except as to those items of additional rent specified in subdivisions (d) and (e), Section 5.02 of this Lease, to the extent of their then coverage by valid and subsisting rent or rental value insurance and business interruption insurance; (4) there are no space lessees, licensees or occupants of the Demised Premises whose rights extend beyond the then current term of this Lease or who possess any rights to have the Demised Premises restored or repaired; (5) Lessee shall turn over to Lessor any security deposits and any prepaid rents and other charges and Lessee shall secure the Lessor in a manner satisfactory to the Lessor against the obligation to pay any claims or allow any offsets that might be asserted by such space lessees, licensees or occupants; (6) Lessee shall also deliver to Lessor on or before the date of termination duly executed duplicate originals of any and all space leases, building plans, floor plans and management records or copies thereof; and (7) Lessee shall pay to Lessor a sum of money equal to the balance of all assessments theretofore converted into instalments. In the event of such termination, Lessee, except for reimbursement to the extent set forth above in subdivision (2) of subparagraph (b) of this Section hereinafter set forth15.03, make shall not be entitled to any portion of the proceeds of any insurance, including but not limited to, the fire insurance, war damage insurance, the rent or rental value insurance and business interruption insurance, all of which shall become the sole property of Lessor, and there shall be no apportionment of any items of additional rent paid by Lessee and covering a period of time extending beyond the date of such termination. At the time of such termination Lessee shall at once surrender and deliver up the Demised Premises into the possession and use of Lessor and shall remove all of Lessee’s personal effects without fraud or delay. Lessee upon such termination, surrender and removal shall, except as provided in this Section 15.03, be released and discharged from any and all obligations under this Lease. SECTION 15.04. Except as provided in Section 15.03 hereof, no destruction of, or damage to, the Demised Premises or any part thereof by fire or any other casualty shall permit Lessee to surrender this Lease or shall relieve Lessee from its liability to pay the net amount rent and additional rent payable under this Lease or from any of all insurance proceeds received its other obligations under this Lease, and Lessee waives any rights now or hereafter conferred upon Lessee by Lender statute or otherwise to quit or surrender this Lease or the Demised Premises or any part thereof, or to any suspension, diminution, abatement or reduction of rent on account of any such destruction or damage. SECTION 15.05. In the event that any monies, or the equivalent thereof, in excess of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00) shall be required to be paid to, or deposited with, Lessor, pursuant to the provisions of this Agreement Article 15 or of Articles 5, 9 or 16 of this Lease, at a time when The Prudential Insurance Company of America is not Lessor, then at the election of Lessee, all such amounts shall be paid or turned over, as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available deposit for the repair benefit of Lessor and restoration of the Damaged PropertyLessee, provided that (i) no default shall have occurred any Leasehold Mortgagee and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Propertyany Fee Mortgagee, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualtytheir respective interests may appear, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs bank or trust company having an office in New York County, New York and operating expenses having a capital of not less than FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00) and selected by Lessee, for the Damaged Propertypurposes set forth in said Articles 5, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on 9, 15 or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date16, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, therewith. Lessee shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair pay all charges and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable including attorneys’ fees of the Consultantbank or trust company that performs the functions provided for in said Articles 5, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,9, 15 or 16.

Damage or Destruction. (a) If any Property shall be damaged incident of damage to or destroyeddestruction of the Generating Facility, the Nuclear Fuel or any portion thereof should occur, which damage or destruction (i) is in whole or in partexcess of $10,000,000 and (ii) is of such a nature as to prevent Heat Production by the Nuclear Fuel, by fire or other property hazard or casualty, Borrower shall the Lessee will promptly give prompt notice thereof to Lender the Lessor, generally describing the nature and one hundred extent of such damage or destruction, and unless the Lessee shall have delivered to the Lessor the certificate described in Section 20(a)(i) hereof or shall have exercised its right to obtain a release of such Nuclear Fuel or portion thereof pursuant to Section 10(b) within 90 days after the happening of such incident, the Lessee, at its cost and expense (100%without limiting the Lessee’s right to request payment by the Lessor of such expenses provided in Section 6), will promptly commence and will complete (subject to Unavoidable Delays but in any event within 18 months after the happening of such incident) percent the Restoration of the net amount Generating Facility, the Nuclear Fuel or such portion thereof, as the case may be, whether or not the insurance proceeds, if any, on account of such damage or destruction shall be sufficient for the purpose. Upon completion of the Restoration, the Lessee shall execute and deliver to the Lessor a Fuel Schedule and shall cause the relevant Manufacturer of the replacement Nuclear Fuel to execute and deliver to the Lessor a ▇▇▇▇ of Sale substantially in the form of Schedule C, unless the Nuclear Fuel Contract provides for the transfer of title to the Lessor without execution and delivery by the relevant Manufacturer of a ▇▇▇▇ of Sale; and the Lessor shall accept such ▇▇▇▇ or Bills of Sale. As to any damaged or destroyed Nuclear Fuel originally included on Schedule A, as amended, and replaced by such Restoration, the Lessor shall deliver to the Lessee a Fuel Schedule and a ▇▇▇▇ of Sale substantially in the form of Schedule E hereto. (b) If no Event of Default shall have occurred and be then continuing, all insurance proceeds received by Lender the Lessor or Borrower as a result the Assignee on account of such any damage to or destruction after deduction of reasonable costs the Nuclear Fuel or any portion thereof (less the actual costs, fees and expenses incurred in the expenses, if any, in collecting collection thereof for which the same, Person incurring the same shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"reimbursed from such proceeds) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant paid to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lessee.

Damage or Destruction. If (a) Within thirty (30) days after any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction that may occur on the Premises or to the Project Improvements thereon, Tenant shall notify Landlord if Tenant reasonably estimates the costs of reasonable costs and repairs to equal or exceed the expenses, if any, in collecting the same, shall be applied in reduction lesser of Five Hundred Thousand Dollars ($500,000) or ten percent (10%) of the outstanding Principal Balance replacement cost of the Project Improvements that are in need of restoration. (b) If the Project Improvements are damaged or destroyed by any casualty where (a) the casualty is required to be insured against by the terms of this Lease or is actually insured against; and (b) the Net Insurance Proceeds (as defined below) actually available to Tenant, or which would be available to Tenant if it had carried the required insurance, for restoration are, or would be, sufficient to restore such Project Improvements, then Tenant shall, as soon as is reasonable under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth abovecircumstances, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that either (i) no default shall have occurred repair, restore or rehabilitate the buildings and shall be continuing under the Loan Documentsimprovements, or (ii) Borrower replace the damaged buildings and improvements with substitute buildings and improvements acceptable to Tenant (provided that Tenant agrees to construct substitute buildings and improvements consistent with the value and quality of the pre-existing buildings and improvements, and shall commence and continue such activity thereafter diligently and without interruption thereof (subject to force majeure and other matters outside the repair reasonable control of Tenant), at Tenant’s sole cost and restoration expense. As used herein, the term “Net Insurance Proceeds” means the gross insurance proceeds paid by an insurer to Tenant for loss or damage to the Project Improvements plus any deductible amounts under such policies, less any amounts required to be paid to Leasehold Mortgagees from such proceeds. If there are not sufficient Net Insurance Proceeds to perform the work described in (i) and (ii) of this subparagraph (b) (collectively, “Restoration Work”), and Tenant elects not to perform such work, then Tenant shall remove the damaged buildings and improvements and restore the affected portions of the Damaged Property, land as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days existed prior to the Maturity Dateconstruction of such buildings and improvements, or (x) the date on which the business interruption insurance covered by such Borrower provided, however, that Monthly Rent shall expire, (vi) Lender shall not be satisfied that all abated for any portion of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of Premises in such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraphevent. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or described in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property prior sentence shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,at Tenant’s expense.

Damage or Destruction. If (a) If, at any Property shall be time during the term of this Agreement, if all or any part of the Plasticizers Complex or any Dependent Facility is damaged or destroyed, in whole or in part, destroyed by fire explosion, flood, hurricane, windstorm or other property hazard casualty of any kind or nature (including any insured or uninsured casualty), Borrower ordinary or extraordinary, foreseen or unforeseen, Sterling shall give prompt notice thereof to Lender either (i) at its sole cost and one hundred (100%) percent expense, and irrespective of whether the net amount of all insurance proceeds received by Lender or Borrower as a result proceeds, if any, are sufficient for such purpose, within *** Days after the date of such damage or destruction destruction, commence repairing, altering, restoring, replacing or rebuilding the Plasticizers Complex or such Dependent Facility to substantially the same condition as existed immediately prior to such damage or destruction, and thereafter continue with such work with reasonable diligence, or (ii) elect, by providing BASF with written notice of such election within *** Days after deduction the date of reasonable such damage or destruction, not to repair, alter, restore, replace or rebuild the Plasticizers Complex or such Dependent Facility. (b) If Sterling elects to repair, alter, restore, replace or rebuild the Plasticizers Complex or such Dependent Facility, (i) Sterling shall have the right to require that all insurance proceeds from policies maintained by Sterling and BASF providing coverage for the relevant casualty be applied to the payment of all costs and expenses related thereto, and (ii) the expensesParties’ respective obligations under this Agreement shall continue, if any, but Sterling shall bear all costs of such repair in collecting the same, shall be applied in reduction excess of the outstanding Principal Balance under proceeds of insurance and shall have the Note pertaining right to fully depreciate such repair costs. (c) If Sterling elects not to repair, alter, restore, replace or rebuild the Plasticizers Complex or such Dependent Facility, BASF may elect, at its sole cost and expense, to pay the cost to repair, alter, restore, replace or rebuild the Plasticizers Complex or such Dependnent Facility; provided, however, that BASF exercises such right within 120 Days following receipt of written notice of Sterling’s election not to do so and, provided further, that, notwithstanding any such payment, BASF shall not acquire any right, title or interest in or to the Damaged PropertyPlasticizers Complex or such Dependent Facility. Notwithstanding anything If BASF exercises such election, Sterling shall apply all insurance proceeds from policies maintained by Sterling that provided coverage for the relevant casualty to the contrary set forth abovepayment of all costs and expenses related to such repair, if a particular Property alteration, restoration, replacement or rebuilding. (a "DAMAGED PROPERTY"d) shall be In the event that all or any portion of the Plasticizers Complex or any Dependent Facility is damaged or destroyed, in whole or in part, destroyed after the Effective Date by fire or other casualty, Lender shalland either (i) neither Party has elected to repair, in accordance with alter, restore, replace or rebuild the provisions Plasticizers Complex, such Dependent Facility or relevant portion thereof or (ii) Sterling has elected to repair, alter, restore, replace or rebuild the Plasticizers Complex, such Dependent Facility or relevant portion thereof but has not begun to repair, alter, restore, replace or rebuild the Plasticizers Complex, such dependent Facility or relevant portion thereof within six months following such damage or destruction (or at any time thereafter fails to use reasonable efforts to continue to repair, alter, restore, replace or rebuild the Plasticizers Complex, such Dependent Facility or relevant portion thereof), then each of the Facility Fees shall be reduced for each Quarter, or portion thereof, during which Sterling fails to maintain the Monthly Contract Capacity for any related Products. In such cases, the relevant Facility Fee payable for each such Quarter shall be determined by (A) dividing the relevant Facility Fee by 90 to determine the amount of such Facility Fee payable for each Day during such Quarter, (B) reducing the amount determined under clause (A) for each Day during such Quarter when Sterling so failed to maintain the Monthly Contract Capacity for the relevant Product by multiplying such amount by the Reduction Factor applicable to such Day and (C) deducting the aggregate reductions under clause (B) for such Quarter from the Facility Fee otherwise payable for such Quarter. If the Facility Fee for any Quarter is reduced pursuant to this paragraph (d) after BASF has paid such Facility Fee, BASF may deduct the amount overpaid from the next Facility Fee payable hereunder or, if no further Facility Fees are payable hereunder, Sterling shall refund such amount to BASF within 15 Days after receipt of an invoice therefore from BASF. (e) If neither Party elects to repair, alter, restore, replace or rebuild the Plasticizers Complex, such Dependent Facility or the relevant portion thereof and the damage or destruction involves more than *** of the Plasticizers Complex or causes the Plasticizers Complex to be incapable of producing Products at greater than *** of Capacity, either Party may terminate this Agreement on 30 Days’ prior written notice to the other Party and BASF may cease paying the Facility Fees after the occurrence of the relevant damage or destruction. In the event of any such termination of this Section hereinafter set forthAgreement, make the net amount of undepreciated capital paid by BASF for all insurance proceeds received by Lender pursuant Capital Projects shall be deemed to be an amount equal to the provisions lesser of this Agreement (i) the amount of such undepreciated capital as a result of the date of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention the amount recovered by Sterling under its insurance policies attributable to file mechanic's the damage to or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out destruction of the repair and restoration Plasticizers Complex minus the portion of the Damaged Property which have not either been fully bonded deductible under such insurance policies attributable to the satisfaction of Lender and discharged of record such damage to or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien destruction of the Mortgage encumbering Plasticizers Complex times a fraction, the Damaged Property. The repair numerator of which is the amount of such undepreciated capital and restoration the denominator of which is the value of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject Plasticizers Complex prior to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required damage or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. If any Property the Premises or the Building shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions damage (exclusive of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant any improvements or other changes made to the provisions Premises and paid for by Lessee), may, at the option of this Agreement Lessor, be repaired by and at the expense of Lessor to as near condition which existed immediately prior to such damage or destruction as reasonably possible; provided, however, that if as a result of damage by fire or other casualty more than fifty percent (50%) of the net rental area of the Building is rendered untenantable, then and in such damage even either Lessor or destruction after deduction of its reasonable costs Lessee shall have the right and expensesoption (exercised, if anyat all, in collecting by giving written notice to the other party within thirty (30) days of such destruction or casualty) to terminate this Lease as of the date of such casualty. Subject to the foregoing, the Lessor shall commence such repair within sixty (60) days after such casualty and shall complete the same (hereinafter referred within a reasonable time thereafter, subject to as acts of God, strikes and other occurrence not within the "NET PROCEEDS") available for control of Lessor. In the event Lessor fails to commence such repair or restoration within such period or shall fail to prosecute such repair and restoration in a timely manner, then Lessee shall have the right and option (exercised, if at all, by giving written notice within fifteen (15) days of such failure) to terminate this Lease. In the event this Lease is terminated for any of the Damaged Propertyreasons aforesaid, provided that (i) no default shall have occurred and any rents or other payments shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration prorated as of the Damaged Property, as nearly as possible effective date of such termination and proportionately refunded to the condition Lessee or paid to Lessor as the Damaged Property was case may be. During any period in immediately prior to such time which the Premises or any portion thereof is rendered untenantable by fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and the rent shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect ▇▇▇▇▇ proportionately to the Damaged Property as a result of area rendered untenantable for the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this condition exists.

Damage or Destruction. (a) If any Property the Project Improvements shall be damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard or casualty, Borrower whether or not covered by insurance, the Redeveloper, as promptly as practicable, shall give prompt notice either (i) make the determination described in subsection (g) below or (ii) repair, restore, replace or rebuild the same to as nearly as may be practicable their condition and character immediately prior to such damage or destruction, and so that upon completion of such repairs, restoration, replacement or rebuilding such Project Improvements shall be of a value not less than the value thereof immediately prior to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result occurrence of such damage or destruction after deduction destruction. If the Redeveloper shall elect to construct any such new buildings and improvements, for all purposes of reasonable costs this Lease, any reference to the words “Project Improvements” shall be deemed to also include any such new buildings and improvements and all additions thereto and all replacements and alterations thereof. So long as the Redeveloper is the 100% owner of the Bonds, the Net Proceeds of casualty insurance required by Article VII hereof received with respect to such damage or loss to the Project Improvements shall be disbursed in accordance with the Lender Loan Documents and the expensesPACE Loan Documents so long as such documents contain provisions governing the disbursement of casualty insurance proceeds. If the Redeveloper is not the 100% owner of the Bonds, then the Net Proceeds of casualty insurance required by Article VII hereof payable with respect to such damage or loss to the Project Improvements shall be paid (i) to the Redeveloper if anysuch Net Proceeds are equal to or less than $750,000, or, (ii) if an Event of Default here or under the Indenture shall have occurred and is continuing, to the Trustee, or (iii) if such Net Proceeds exceed $750,000, to the Trustee. Any amounts received by the Trustee shall be held in trust and disbursed in the following manner: (i) to reimburse the Redeveloper for making such temporary repairs or doing such other work, as, in collecting the sameRedeveloper's reasonable opinion, may be necessary in order to protect the Project Improvements pending adjustment of the insurance loss or the making of permanent repairs, restoration, replacement or rebuilding; (ii) to reimburse the Redeveloper for repairing, restoring, replacing or rebuilding the Project Improvements or any part thereof; (iii) if no Event of Default shall have occurred and is continuing, payment to the Redeveloper pursuant to subdivisions (i) or (ii) of this subsection (a) from such Net Proceeds shall be applied made to the Redeveloper from time to time as the work progresses, in reduction amounts equal to the cost of labor and material incorporated into and used in such work, the architects' and engineers' fees, and other charges in connection with such work, upon delivery to the Trustee (with a copy to the Lender and the PACE Lender) of a certificate of the outstanding Principal Balance under Authorized Redeveloper Representative in form and substance substantially as provided in Section 4.4 hereof, and certifying: (1) that the Note pertaining amounts so to be paid to the Damaged Property. Notwithstanding anything Redeveloper are payable to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, Redeveloper in accordance with the provisions of this Article and that such amounts are then due and payable by the Redeveloper or have theretofore been paid by the Redeveloper; (2) the progress of the work; (3) that the work has been done substantially in accordance with the plans and specifications therefor and all insurance requirements of Article VII hereof; (4) that the sum requested when added to all sums previously paid out under this Article for the work does not exceed the value of the work done to the date of such certificate; (5) the estimated cost of completing the work, in reasonable detail; and (6) that the remaining Net Proceeds are sufficient to pay the estimated cost of completing the work or that the Redeveloper will pay any deficiency in accordance with Section hereinafter set forth9.1(c) (the Trustee shall be entitled to rely fully upon such certificate); (iv) at the request of the Authority, make the net amount Trustee, the Lender or the PACE Lender, the Redeveloper shall furnish to the person requesting the same, at the time of any such payment, with an official search, or other evidence reasonably satisfactory to such person, that there has not been filed with respect to the Property or the Project Improvements any mechanic's or other lien which has not been discharged of record or is being contested in accordance with Section 8.3(a), in respect of any work, labor, services or materials performed, furnished or supplied, in connection with the work and that all of said materials have been purchased free and clear of all security interest or other encumbrances. Neither the Trustee, nor the Lender or the PACE Lender shall pay out any such sum when the Property or the Project Improvements shall be encumbered with any such security interest or encumbrance. Upon the termination of this Lease and the payment in full of the Bonds, any monies then held by the Trustee or the Lender shall be paid over to the Redeveloper. (b) The insurance proceeds received monies, if any, paid to the Redeveloper as provided under this Article, on account of any loss or destruction to the Project Improvements, shall be held by Lender pursuant it in trust and applied only for the purposes of repairing, reconstructing, restoring or replacing the Project Improvements. (c) If any of the insurance monies paid by the insurance company to the Trustee or the Redeveloper as hereinabove provided, shall remain after the completion of such repairs, restoration, replacement or rebuilding, and this Lease shall not have terminated, the excess shall be deposited in the Bond Fund. If the Net Proceeds shall be insufficient to pay the entire cost of such repairs, restoration, replacement or rebuilding, the Redeveloper shall pay the deficiency. (d) Except as otherwise provided in this Lease, in the event of any such damage by fire or any other casualty, the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and Lease shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow unaffected and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs Redeveloper shall remain and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security liable for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair all Basic Rent and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance Additional Rental and to the full extent all other charges required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are hereunder to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring Redeveloper, as though no damage by fire or any other casualty has occurred. (e) The Authority and the lien of Redeveloper agree that they will cooperate with each other, at the Mortgage encumbering the Damaged Property. The repair Redeveloper’s sole cost and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations expense (including, without limitation, all applicable Environmental Requirementsattorneys’ fees incurred by the Authority), and all plans and specifications required to such extent as such other party may reasonably require, in connection with the repair prosecution or defense of any action or proceeding arising out of, or for the collection of any insurance monies that may be due in the event of, any loss or damage, and restoration that they will execute and deliver to such other parties such instruments as may be required to facilitate the recovery of any insurance monies. (f) The Redeveloper agrees to give prompt notice to the Authority and the Trustee with respect to all fires and any other casualties occurring in, on, at or about the Project Improvements. (g) If the Redeveloper shall determine that rebuilding, repairing, restoring or replacing the Project Improvements is not practicable and desirable, any Net Proceeds of casualty insurance required by Article VII hereof received with respect to such damage or loss shall be paid into the Bond Fund and shall be used to redeem Bonds on the earliest practicable redemption date or to pay the principal of any Bonds as the same become due, all subject to rights of the Damaged Property shall Lender and the PACE Lender under the Lender Loan Documents and the PACE Loan Documents. The Redeveloper agrees to be reasonable in exercising its judgment pursuant to this subsection (g). Alternatively, if the Redeveloper is the sole owner of the Bonds and it has determined that rebuilding, repairing, restoring or replacing the Project Improvements is not practicable or desirable, it may tender Bonds to the Trustee for cancellation in a principal amount equal to the Net Proceeds of the casualty insurance, and retain such proceeds for its own account, but subject to review and acceptance the rights of the Lender under any applicable deeds of trust in all respects or any portion of the Property. (h) The Redeveloper shall not, by Lender reason of its inability to use all or any part of the Project Improvements during any period in which the Project Improvements are damaged or destroyed or are being repaired, rebuilt, restored or replaced, nor by reason of the payment of the costs of such rebuilding, repairing, restoring or replacing, be entitled to any reimbursement from the Authority, the Trustee or the Bondowners or to any abatement or diminution of the rentals including without limitation the Basic Rent and the Additional Rent, payable by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approvalRedeveloper under this Lease, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required Indenture or obtained any other document entered into in connection with the repair and restoration Bonds, or of any other obligations of the Damaged Property. The identity of Redeveloper under this Lease, the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender Indenture or any other document entered into in connection with making the Net Proceeds available Bonds, except as expressly provided in this Section. (i) Unless the Redeveloper provides the evidence of insurance coverage required by this Lease, the Authority or the Trustee may purchase insurance at the expense of the Redeveloper to protect the interests of the Authority, the Trustee and the Bondowner. This insurance may, but need not, protect the interests of the Redeveloper. The coverage that the Authority or the Trustee purchase may not pay any claim the Redeveloper may make or that is made against the Redeveloper. The Redeveloper may later cancel or cause to be cancelled any insurance purchased by the Authority or the Trustee, but only after providing evidence to the Authority and the Trustee that the Redeveloper has obtained insurance as required by this Lease. If the Authority or the Trustee purchase insurance relating to the insurance coverage required by this Lease, the Redeveloper will be responsible for the repair costs of that insurance, including the insurance premium, interest and restoration any other charges that the Authority or the Trustee may impose in connection with the placement of the Damaged Property includinginsurance, without limitation, reasonable counsel fees and reasonable fees until the effective date of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements cancellation or expiration of the Net Proceeds in excess insurance. The costs of an amount equal the insurance may be added to the costs actually incurred from time to time for work in place as part total balance of the repair and restoration obligations due hereunder. The costs of the Damaged Property,insurance may be more than the cost of insurance that the Redeveloper may be able to obtain on its own.

Damage or Destruction. If (a) In the event of damage to or destruction of any Property portion of the TDD Project resulting from fire or other casualty during the Term, the net proceeds of any insurance relating to such damage or destruction shall be paid into an account controlled by Developer’s lender, if any, that has a security interest in the portion of the TDD Project that was damaged (or in the event such portion of the District is not mortgaged for the benefit of Developer’s lender, then such account shall be controlled by Developer), and used in accordance with this Section of the Agreement ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyeddestroyed by a casualty (the "Damaged Facilities"), in whole or in partDeveloper, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender at its sole cost and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the sameexpense, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, Facilities as nearly as possible to the their condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, the casualty and shall diligently pursue be entitled to draw upon the same to satisfactory completionCasualty Escrow for payment of said costs. Funds in the Casualty Escrow shall not be used for any purpose other than repair, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsrestoration, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration and/or replacement of the Damaged PropertyFacilities until such repair, restoration, and/or replacement required by this Section is complete. (c) Nothing in this section will require the gross cash flow and Developer to expend funds in excess of the net cash flow Casualty Escrow for the repair, restoration and/or replacement of the Damaged Property will Facilities. (d) Notwithstanding anything in this Section to the contrary, the parties hereby agree that: (i) The requirement in this Section that net casualty insurance proceeds be restored deposited into a Casualty Escrow, and Developer’s obligation to a level sufficient to cover all carrying costs repair, restore, and operating expenses replace the Damaged Facilities, shall not apply where the Damaged Facilities consisted of non-retail operations that do not generate TDD Sales Tax; and (ii) Upon the earlier of (A) satisfaction in full of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity DateKDOT Payment, or (xB) the date on which termination or expiration of the business interruption insurance covered by such Borrower shall expireKDOT Agreement, (vi) Lender this Section of the Agreement shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, no further force or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,effect.

Damage or Destruction. If 15.1. In case of any Property shall be damaged damage to or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent destruction of the net amount of all insurance proceeds received by Lender Improvements or Borrower as a result of such damage or destruction any part thereof, Tenant will promptly, but not more than ten (10) days after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire damage or other destruction, give written notice thereof to Landlord describing with as much specificity as is reasonable the nature and extent of such damage or destruction. 15.2. If the Improvements are partially or totally damaged or destroyed, (a) Tenant shall have no right to terminate this Lease and this Lease shall not be terminated by reason of such casualty will be covered out and (b) Tenant's obligation to pay Rent hereunder shall not abat▇. 15.3. In the event of any damage to or destruction of all or any portion of the Net Proceeds or by Borrower out-of-pocket or with the proceedsImprovements, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied Tenant covenants that, within a reasonable period of time, not to exceed one hundred eighty (180) days following Tenant shall commence and diligently and continuously pursue and complete the completion of such repair and restoration of the Damaged PropertyImprovements ("RESTORATION") to the condition it was in prior to such damage or destruction, to the gross cash flow and the net cash flow of the Damaged Property will be restored extent possible in accordance with then applicable laws, subject to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender Force Majeure. All Restoration performed by Tenant shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraphprocedures set forth herein relating to Tenant's Changes. 15.4. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and Notwithstanding anything to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (contrary contained herein including, without limitation, all applicable Environmental Requirements)Article 14 and this Article 16 hereof, it is agreed and all plans acknowledged that if any casualty occurs to the Premises and specifications required (i) the estimated restoration cost to same shall be in connection excess of 25% of the then fair market value of the Premises (excluding the value of the Land) (a "Major Casualty") and (ii) such Major Casualty occurs during the last year of the Term hereof, then Tenant shall thereupon have the option of canceling and terminating this Lease by a Termination Notice given to Landlord within thirty (30) days after such damage or destruction. If Tenant elects to cancel and terminate this Lease in accordance with the foregoing option, Tenant shall be under not duty to restore, rebuild or repair and restoration the Improvements, the Rent shall be apportioned as of the Damaged Property shall be date of the destruction and, subject to review the terms and acceptance in all respects by Lender and by provisions of this Lease, the Consultant. If Lender fails (a) insurance proceeds payable to respond within ten (10) Business Days following Tenant as a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use result of such plan and specifications and all permits, licenses and approvals required damage or obtained in connection with the repair and restoration destruction of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, Improvements (excluding business interruption insurance) shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of Landlord and the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place Senior Interest Holder, as part of the repair their interests may appear and restoration of the Damaged Property,(b

Damage or Destruction. If 22.1 In the event of damage to or destruction of all or any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent portion of the net amount of all insurance proceeds received by Lender Premises or Borrower as a result of such damage or destruction after deduction of reasonable costs the improvements and the expensesfixtures thereon (collectively, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTYimprovements") arising from a risk covered by the insurance described in Section 21.2, Landlord shall be damaged or destroyedwithin a reasonable time commence and proceed diligently to repair, in whole or in partreconstruct and restore (collectively, by fire or other casualty, Lender shall, in accordance with "restore") the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant Site Improvements and Building Shell to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting substantially the same (hereinafter referred to condition as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was they were in immediately prior to such fire or other the casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and Tenant shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period time commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty, whether or not the insurance proceeds are sufficient to cover the actual cost of timerestoration. Landlord shall be responsible for all insurance deductibles attributable to the Site Improvements and Building Shell, not to exceed one hundred eighty (180) days following the completion and for all costs of such repair and restoration of the Damaged PropertySite Improvements and Building Shell in excess of insurance proceeds for the Site Improvements and Building Shell. Tenant shall be responsible for all insurance deductibles attributable to the Tenant Improvements, and for all costs of restoration in excess of insurance proceeds for the gross cash flow Tenant Improvements, as an Operating Expense under Section 7.1(b). Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.2 In the net cash flow event of any damage to or destruction of all or any portion of the Damaged Property will be restored improvements arising from a risk which is not covered by the insurance described in Section 21.2, Landlord shall within a reasonable time, at its expense, commence and proceed diligently to a level sufficient restore the Site Improvements and Building Shell to cover all carrying costs and operating expenses of substantially the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days same condition as they were in immediately prior to the Maturity Datecasualty, and Tenant shall within a reasonable time, at its expense, commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty. This Lease shall continue in full force and effect notwithstanding such damage or destruction; provided, however, that if the damage or destruction (i) occurs during the last two years of the term and the expense of restoration to either Landlord or Tenant exceeds $200,000, or (xii) occurs at any other time and the date on which expense of restoration to either Landlord or Tenant exceeds $500,000, the business interruption insurance covered by such Borrower shall expireparty responsible for the cost may at its election terminate the Lease unless the other party elects to pay the full cost of restoration. 22.3 In satisfying its obligations under this Article 22, (vi) Lender neither party shall be satisfied that all required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of the termsother party, covenants and provisions which consent will not be unreasonably withheld, the restoring party may restore the damage or destruction with improvements reasonably equivalent or of this Agreement and reasonably equivalent value to those damaged or destroyed. 22.4 In the other Loan Documents will continue to be complied with during and subsequent to the completion event of such repair and damage, destruction and/or restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds as herein provided, there shall be held by Lender in an interest-bearing accountno abatement of Rent, and until disbursed in accordance with the provisions of this paragraph, Tenant shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall not be disbursed by Lender to, entitled to any compensation or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,damages

Damage or Destruction. If any Property shall be (a) In the event the Building is damaged or destroyed, in whole or in part, by fire or other property hazard perils, and if the damage thereto is such that the Building can be repaired, reconstructed or restored within a period of one (1) year from the date of the happening of such casualty, Borrower which one (1) year period will be extended for Force Majeure occurrences (“Reconstruction Period”), Landlord shall commence and proceed diligently with the work or repair, reconstruction and restoration and the Lease shall continue in full force and effect; provided, however, the costs for such reconstruction and restoration work shall be paid by the parties pursuant to Section 22(f) below, and Landlord’s obligation to perform such work hereunder is conditioned upon receipt of any payment required to be made by Tenant pursuant to said Section 22(f). If such work or repair, reconstruction and restoration is such as to require a period longer than the Reconstruction Period, Landlord either may elect to so repair, reconstruct or restore the Building and the Lease shall continue in full force and effect, or Landlord may elect not to repair, reconstruct or restore the Building and the Lease shall, in such event, terminate. Under any of the conditions of this Section 22(a), Landlord shall give prompt written notice thereof to Lender and one hundred Tenant of its intentions within thirty (100%30) percent days from the date of such event of damage or destruction. In the event Landlord elects not to restore the Building, this Lease shall be deemed to have terminated as of the net amount of all insurance proceeds received by Lender or Borrower as a result date of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Propertypartial destruction. Notwithstanding anything to the contrary set forth abovecontained in this Section 22(a), if a particular Property (a "DAMAGED PROPERTY") shall be all or any part of the Premises or Building is damaged or destroyed, in whole and Tenant, as a result, cannot be given reasonable use of, and reasonable access to, a substantially repaired and restored Premises, Building Common Areas and the utilities and services pertaining to the Building and the Premises, within the Reconstruction Period (as may be extended by delays due to Tenant’s failure to pay any costs thereof as required pursuant to Section 22(f) below), Tenant may terminate this Lease upon written notice to Landlord, given at any time within thirty (30) days following such damage or in part, by fire or other casualty, Lender shall, in accordance with destruction. (b) Upon any termination of this Lease under any of the provisions of this Section hereinafter set forth22, make the net amount of all insurance proceeds received by Lender pursuant parties shall be released thereby without further obligation to the provisions other from the date possession of the Premises is surrendered to Landlord, except for items which have theretofore accrued and are then unpaid. (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the rent provided to be paid under this Agreement Lease shall be abated as a result provided in item G of the General Conditions. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage damage, repair, reconstruction or destruction after deduction restoration. (d) Tenant shall not be released from any of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing obligations under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (Lease except to the extent that they are to be paid for out of and upon the requested disbursement) conditions expressly stated in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this Section 22.

Damage or Destruction. (a) If any Property shall be portion of the Improvements is damaged or destroyeddestroyed by casualty prior to Closing, in whole or in part, by fire or other property hazard or casualty, Borrower Seller shall give Buyer prompt written notice thereof to Lender and one hundred (100%) percent thereof. If any portion of the net amount Improvements is damaged or destroyed by casualty on or before the Due Diligence Date, and Buyer shall not elect to terminate this Agreement pursuant to paragraph 5 hereof, then Buyer shall have no right to terminate this Agreement by reason of all insurance proceeds received such damage or destruction. If any portion of the Improvements is damaged or destroyed by Lender or Borrower as a result casualty after the Due Diligence Date and prior to Closing, and the cost of repair of such damage or destruction is reasonably estimated to exceed $1,000, Buyer shall have the right, at Buyer’s option, to terminate this Agreement by giving written notice to Seller on or before the date ten (10) days after deduction the date upon which Seller gives Buyer written notice of reasonable costs and such casualty, in which event the expenses, ▇▇▇▇▇▇▇ Money (if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyedrefunded to Buyer promptly upon request, in whole or in part, by fire or other casualty, Lender shall, in accordance with all rights and obligations of the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of parties under this Agreement as a result shall expire, and this Agreement shall become null and void. In the event of lesser damage or destruction after the Due Diligence Date, Buyer shall have no right to terminate this Agreement by reason of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same destruction. (hereinafter referred to as the "NET PROCEEDS"b) available for the repair and restoration If any portion of the Damaged Property, provided that Improvements is damaged or destroyed by casualty prior to Closing and the purchase and sale of the Property contemplated by this Agreement is thereafter actually consummated: (i) no default shall have occurred and the Purchase Price shall be continuing under reduced by the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence total of any such fire or other casualty will be covered out of the Net Proceeds or insurance proceeds actually received by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed Seller on or before the earlier Closing with respect to occur of (w) ninety (90) days such casualty and not expended by Seller prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of Closing for the repair and or restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, Improvements; and (ii) there exist no notice at Closing, Seller shall assign to Buyer all rights of pendency, stop order, notice of intention Seller in and to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender insurance proceeds payable thereafter by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use reason of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,casualty.

Damage or Destruction. 22.01. If any Property the Building or the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as in this Article 22 hereinafter provided), Landlord shall repair the damage and restore and rebuild the Building and/or the Demised Premises (except for the Tenant’s Property) with reasonable dispatch after notice to it of the damage or destruction and the collection of the insurance proceeds attributable to such damage. 22.02. Subject to the provisions of Section 22.05, if all or part of the Demised Premises shall be damaged or destroyeddestroyed or rendered completely or partially untenantable on account of fire or other casualty, the Rent shall be abated or reduced, as the case may be, in whole the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises (to the extent of rent insurance proceeds received by Landlord from insurance maintained by Tenant), for the period from the date of the damage or in partdestruction to the date the damage to the Demised Premises shall be substantially repaired provided, however, should Tenant reoccupy a portion of the Demised Premises during the period the repair or restoration work is taking place and prior to the date that the Demised Premises are substantially repaired or made tenantable the Rent allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Demised Premises bears to the total area of the Demised Premises, shall be payable by Tenant from the date of such occupancy. 22.03. If (a) the Building or the Demised Premises shall be totally damaged or destroyed by fire or other property hazard or casualty, Borrower or (b) the Building shall give prompt notice thereof to Lender and one hundred be so damaged or destroyed by fire or other casualty that its repair or restoration requires the expenditure, as estimated by a reputable contractor or architect designated by Landlord, of more than twenty-five percent (10025%) (or fifteen percent [15%] if such casualty occurs during the last two [2] years of the Term, including any extensions pursuant to a valid exercise of Tenant’s renewal option, if any, in which event the twenty-five percent (25%) threshold shall be applicable), of the full insurable value of the Building immediately prior to the casualty, or (c) the Building shall be damaged or destroyed by fire or other casualty and either the loss shall not be covered by Landlord’s insurance or the net amount of all insurance proceeds received (after deducting all expenses in connection with obtaining such proceeds) shall, in the estimation of a reputable contractor or architect designated by Lender Landlord be insufficient to pay for the repair or Borrower restoration work, then in either such case Landlord may terminate this Lease by giving Tenant notice to such effect within ninety (90) days after the date of the fire or other casualty. Landlord agrees that it shall not exercise its right to terminate this Lease under subsection (a) or (b) of this Section 22.03, unless one or more of the following conditions shall have occurred: (i) Landlord is required to exercise such right by a Mortgagee, (ii) such damage or destruction occurs in the last two (2) years of the Term including any extensions pursuant to a valid exercise of Tenant’s renewal option, if any, (iii) a Mortgagee fails or refuses to disburse the proceeds of insurance for such restoration, or (iv) a Mortgagee or its assign becomes a Successor Landlord or appoints a receiver to or otherwise succeeds to the rights of Landlord under this Lease. Nothing contained herein shall be construed as limiting Landlords right to terminate with respect to any damage or destruction giving Landlord the right to terminate this Lease pursuant to subsection (c) of this Section 22.03 or under any other provision of this Lease. 22.04. Tenant shall not be entitled to terminate this Lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Demised Premises or of the Building pursuant to this Article 22. Landlord shall use its best efforts to make such repair or restoration promptly and in such manner as not unreasonably to interfere with Tenant’s use and occupancy of the Demised Premises, but Landlord shall not be required to do such repair or restoration work except during Landlord’s business hours on business days. 22.05. Notwithstanding any of the foregoing provisions of this Article 22, if by reason of some act or omission on the part of Tenant or any of its subtenants or its or their partners, directors, officers, servants, employees, agents or contractors, either (a) Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to damage or destruction of the Demised Premises or the Building by fire or other casualty, or (b) the Demised Premises or the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, then, without prejudice to any other remedies which may be available against Tenant, there shall be no abatement or reduction of the Rent. Further, nothing contained in this Article 22 shall relieve Tenant from any liability that may exist as a result of any damage or destruction by fire or other casualty. 22.06. Landlord will not carry insurance of any kind on the Tenant’s Property and, except as provided by law or by reason of Landlord’s breach of any of its obligations hereunder, shall not be obligated to repair any damage to or replace the Tenant’s Property. 22.07. The provisions of this Article 22 shall be deemed an express agreement governing any case of damage or destruction of the Demised Premises and/or Building by fire or other casualty, and any law providing for such a contingency in the absence of an express agreement, now or hereafter in force, shall have no application in such case. 22.08. In the event of damage or destruction with respect to the Building the repair or restoration of which requires the expenditure, as estimated by a reputable contractor or architect designated by Landlord, of more than forty percent (40%) of the full insurable value of the Building immediately prior to the casualty (or twenty percent [20%] if such casualty occurs during the last two [2] years of the Term), then in either of such events Tenant (provided such damage or destruction prevents the effective use of the Demised Premises by Tenant) shall have the right to request within thirty (30) days after such event the Architect to determine the estimated time for restoration. The Landlord shall cause the Architect to provide notice to Landlord and Tenant of such determination (the “Architect’s Notice”) within thirty (30) days after notice from Landlord or Tenant requesting such determination. Any dispute with respect to such determination may be submitted to arbitration pursuant to Article 34 of this Lease. If the Architect determines that the restoration of same is estimated to take more than eighteen (18) months from the date of the casualty, Tenant shall (provided, however that Tenant’s right shall be conditioned upon (i) Tenant not being in monetary or material non-monetary default under this Lease beyond any applicable notice and cure period, and in any event curing such default(s) prior to termination, and (ii) the Demised Premises not being reasonably useable by Tenant for the operation of its business therein as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if for a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not less than eighteen (18) months as estimated by such Architect) have the right to exceed one hundred eighty terminate this Lease upon thirty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (9030) days prior written notice to Landlord, given within thirty (30) days of the Maturity DateArchitect’s Notice. Tenant’s right to terminate the Lease pursuant to this Section shall be in addition to and not in limitation of Landlord’s rights pursuant to this Article 22, including but not limited to Landlord’s right to terminate the Lease pursuant to Section 22.01 hereof. Nothing contained herein shall be construed as limiting Landlord’s right to collect the full amount of the proceeds of insurance, including but not limited to rent insurance or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,insurance.

Damage or Destruction. If Section 8.01. If, any Property time during the term of this Lease, the Premises shall be totally or substantially destroyed or damaged or destroyed, in whole or in part, by fire or other property hazard casualty (including any casualty for which insurance coverage was not obtained) of any kind or casualtynature, Borrower ordinary or extraordinary, foreseen or unforeseen, then Tenant shall give prompt have the option to terminate this Lease. Said option shall be exercised by Tenant on or before sixty (60) days after the occurrence of any such damage or destruction by written notice thereof given to Lender and one hundred (100%) percent the Landlord. In the event Tenant shall exercise such option the rentals due hereunder shall be apportioned as of the net amount date of all such destruction and any balance of the prepaid rentals shall be immediately repaid to Tenant. All proceeds of insurance proceeds received collected by Lender Landlord or Borrower Tenant on account of the destruction of the Premises (but not as a result of such damage or destruction after deduction of reasonable costs furniture, movable trade fixtures, machinery and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"equipment owned by Tenant) shall be the property of Landlord and shall be promptly paid over to Landlord upon receipt of same by Tenant from the insurance company. Section 8.02. In the event that either (x) the Premises shall be totally or substantially destroyed and Tenant shall not exercise its option as set forth in Section 8.01 or (y) the Premises shall be only partially destroyed, then and in either such event, Landlord shall promptly replace, repair and rebuild the damaged or destroyeddestroyed Premises to the extent that the proceeds of any insurance policy are made available; provided, in whole however, if any casualty loss is a result of any act or in partomission of Landlord, by its agents, employees or contractors, Landlord shall promptly repair, replace and rebuild the damaged or destroyed Premises without regard to the availability of any insurance proceeds. Section 8.03. During the period of reconstruction and restoration of the Premises following a fire or other casualty, Lender shallTenant shall be entitled to an abatement, in accordance with the provisions allowance, reduction or suspension of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant rentals due hereunder on an equitable basis that corresponds to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, diminution in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration usefulness of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible Premises to the condition the Damaged Property was in immediately prior to Tenant during such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,period.

Damage or Destruction. 8.01 If any Property the buildings situated upon the leased premises and/or the personal property leased shall be damaged or destroyedeither partially or totally destroyed by fire, in whole or in partflood, by fire windstorm or other property hazard casualty at any time during the primary term of this Lease, there shall be no abatement or casualtyreduction in the rent payable by the Lessee to the Authority, Borrower and the Lessee shall give prompt notice thereof repair, store and/or replace such damage or damages, at its own cost to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of condition existing immediately prior to such damage or destruction as nearly as possible, but the total amount collected under any and all policies of insurance covering such casualty shall be paid into a special fund, and such total amount shall be paid to the Lessee at the Lessee's election, either upon the completion of such repairs of such damages and the restoration of the damaged or destroyed buildings, structures and improvements and/or personal property, or periodically as such repair and restoration progress. All payments shall be made only upon a certification by the Treasurer of the Authority and by the architect or engineer of the Authority for such Project, which certification shall be given as the restoration or repair work is in fact made by the Lessee. Such restoration, repairs or replacement may be made in a manner so as to make the facilities more useful. In the event the Lessee shall fail to repair, restore, or replace and pay the cost of repairing, restoring or replacing any damage or destruction of improvements and/or personal property on the leased premises which may be caused by any of the hazards above referred to, after deduction the lapse of reasonable costs time and after thirty days written notice given by the Authority to the Lessee, and the expenses, if any, in collecting the same, shall be applied in reduction failure of the outstanding Principal Balance Lessee to commence repairs within said thirty-day period, the Authority may do so and recover the reasonable cost thereof from the Lessee, less whatever amount the Authority may collect under the Note pertaining to the Damaged Property. any policy or policies of insurance covering such damage or losses. 8.02 Notwithstanding anything to the contrary set forth abovethat may be hereinbefore provided in this section, in the event said building or buildings cannot lawfully be repaired and restored or reconstructed or in the event said building or buildings cannot lawfully be replaced by a new building or buildings as hereinbefore in this section required or permitted to be done, or if a particular Property (a "DAMAGED PROPERTY") for any other reason it shall not be economically feasible and practicable to repair and restore or reconstruct said building or buildings or to replace such building or buildings with such new building or buildings so that same will be sufficient for the then needs and use of the Lessee, then the Lessee shall not be required and the Authority shall not be entitled to repair or restore or reconstruct or replace said building or buildings as hereinbefore in this section; provided, the Lessee shall have, and is hereby granted, the option to purchase the leased premises. To exercise such option, the Lessee shall within 30 days following the damage or destruction give written notice to the Authority and shall specify therein the date of closing of such purchase, which date shall not be less than 15 days nor more than 45 days from the date such notice is mailed. The purchase price, which shall be damaged or destroyedpayable by the Lessee in cash at closing, in whole or in partshall be a sum that, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant when added to the provisions amount the Authority may collect under any policy or policies of this Agreement as a result of insurance covering such damage or destruction after deduction losses, will be sufficient to repay and release or satisfy in full the then remaining principal balance under said indebtedness secured by the leased premises in the original principal amount of its reasonable costs and expenses$613,727.63, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible with all accrued interest thereon to the condition the Damaged Property was in immediately prior to such fire or other casualtydate of payment, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, plus (iii1) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower actual out-of-pocket or with expense in closing the proceedssale by Authority, if any, of business interruption or rental interruption insurance, plus (iv2) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property One Dollar. The Authority will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender Lessee, upon payment in cash of the purchase price, a completion guaranty in form and substance satisfactory to Lender pursuant Warranty Deed to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing accountproperty, and until disbursed in accordance with the provisions of this paragraph, Lease shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,thereupon terminate.

Damage or Destruction. (a) If any Property shall be the Building and/or the Premises and/or the Project are damaged or destroyed, in whole or in part, by fire or other property hazard perils covered by insurance, Landlord shall: (i) In the event of total destruction or an uninsured casualty, Borrower at Landlord's option, as soon as reasonably possible thereafter, commence repair, reconstruction and restoration of the Building and/or the Premises and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; provided, however, that if within sixty (60) days after the occurrence of such damage, Landlord shall by Notice to Tenant elect not to repair, reconstruct or restore the Building and/or the Premises and/or the Project, this Lease shall terminate as of the date of such total destruction. (ii) In the event of a partial destruction (i.e., not exceeding twenty-five percent (25%) of the full insurable value) of the Building and/or the Premises and if the damage thereto is such that the Building and/or the Premises is capable of being repaired, reconstructed or restored within a period of ninety (90) days from the date the casualty occurred and if Landlord will receive insurance proceeds sufficient to cover the total cost of such repairs (without considering any deductible amounts), Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration of the Building and/or the Premises or both, as the case may be, and this Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration shall require a period longer than ninety (90) days or exceeds twenty-five percent (25%) of the full insurable value of the Building and/or the Premises, or both, as the case may be, or if said insurance proceeds will not be sufficient to cover the cost of such repairs (without considering any deductible amounts), then Landlord either may elect (A) to repair, reconstruct or restore and this Lease shall continue in full force and effect, or (B) not to repair, reconstruct or restore and this Lease shall then terminate as of the date of such partial destruction. Landlord shall give prompt notice thereof Notice to Lender and one hundred Tenant of its intention regarding repairs within sixty (100%60) percent days after the occurrence of such casualty. If the damage is due to any cause other than fire or a peril covered by extended coverage insurance, Landlord may elect to terminate this Lease as of the net amount date the casualty occurred. (b) Upon any termination of this Lease under any of the provisions of this Section 22, the parties shall be released without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have therefore accrued and/or are then unpaid or which expressly survive the termination of this Lease. (c) In the event of repair, reconstruction or restoration by Landlord following a casualty as herein provided, the Rent payable under this Lease shall be abated proportionately with the degree to which Tenant's Permitted Use is impaired during the period of such repair, reconstruction or restoration, but only to the extent that Landlord is compensated for such loss by the insurance carried or required to be carried pursuant to Section 21(a)(iv) above. Tenant’s abatement period provided for herein shall continue until Tenant has been given reasonably sufficient time and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild (if any), to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises. Notwithstanding the foregoing, there shall be no abatement of Rent if such damage is caused, by Tenant's negligence or intentional wrongdoing. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. If Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repair or restoration only of those portions of the Building and the Premises which were originally provided at Landlord's expense, and the repair and restoration of items not provided at Landlord's expense shall be the obligation of Tenant and Tenant shall be entitled to all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining insurance maintained by Tenant under Section 21(a) that are allocable to such items. (d) In the event of damage to the Damaged PropertyPremises and/or the Building, Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Section 22. Notwithstanding anything to the contrary set forth abovecontained in this Section 22, if a particular Property Landlord cannot repair or restore the damaged Premises within nine (a "DAMAGED PROPERTY"9) months after the occurrence of such damage or destruction by reason of force majeure as described in Section 34 below, Landlord or Tenant may terminate this Lease, whereupon Landlord shall be damaged relieved of its obligations to make such repairs or destroyedrestoration and Tenant shall be released from its obligations under this Lease as of the end of said nine (9) month period. (e) Notwithstanding anything to the contrary contained in this Section 22, in whole Landlord shall not have any obligation whatsoever to repair, reconstruct or in part, by fire or other casualty, Lender shall, in accordance with restore the provisions Premises when the damage resulting from any casualty covered under this Section 22 occurs during the last twelve (12) months of the Term of this Section hereinafter set forthLease or any extension hereof Notwithstanding the foregoing, make the net amount of all insurance proceeds received by Lender if Landlord exercises its right to terminate this Lease pursuant to the provisions of this Agreement subparagraph and Tenant has an unexpired, unexercised option to renew the term of this Lease, Tenant may cause Landlord’s termination exercise to be rescinded by exercising such option to renew within ten (10) business days following delivery of notice of Landlord’s exercise of its right to terminate this Lease, provided that all other conditions for the effectiveness of the exercise of such option to renew are satisfied.. (f) Landlord will exercise all termination rights hereunder in good faith or merely to gain the benefit of higher market rents or if Landlord intends to rebuild. In addition and notwithstanding anything to the contrary contained herein, if, (i) during the last 12 months of the Term or any extension thereof, twenty percent (20%) or more of the Premises is damaged or destroyed, and Tenant ceases to occupy such portion of the Premises or (ii) any damage or destruction would take more than sixty (60) days to repair; or (iii) Tenant will not receive insurance proceeds sufficient to cover the cost of restoring its tenant improvements that Landlord is not obligated to restore (without considering any deductible amounts and provided Tenant maintains the insurance required under Section 21(a)), Tenant shall have the right to terminate the Lease as a result of the date of such damage or destruction after deduction of its reasonable costs and expensesby written notice to Landlord, if any, in collecting the same given within thirty (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (18030) days following the completion of after such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, damage or destruction. (vg) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Tenant hereby waives the provisions of which Borrower California Civil Code Section 1932, Subsection 2, and ARC IV shall jointly Section 1933, Subsection 4, and severally guaranty any other statute or court decision relating to Lender the lien-free completion abatement or termination of a lease upon destruction of the repair Premises; and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds Section shall be held by Lender govern in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use case of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. Section 13.1 If the Demised Premises or the Personal Property or any Property shall be part thereof are damaged or destroyed, destroyed in whole or in partpart by any casualty, the Tenant shall give the Landlord immediate notice thereof, and the Tenant shall, at its own cost and expense, whether or not such damage or destruction shall have been insured and whether or not insurance proceeds, if any, shall be sufficient for such purpose, promptly repair, alter, restore, replace and rebuild the Demised Premises or the Personal Property (each, a "RESTORATION") at least to the extent of the value and as nearly as practicable, to the character, quality, scope and size of the Demised Premises or the Personal Property existing immediately prior to such occurrence subject to and in accordance with the terms and provisions of Section 7.1 hereof. Landlord shall in no event be (a) the amount of insurance proceeds received by the Tenant; or (b) the reasonably estimated cost of restoring the Demised Premises at least to the extent of the value and, as nearly as practicable, to the character, quality, scope and size the Demised Premises or the Personal Property existing immediately prior to such occurrence. Section 13.2 Unless this Lease is canceled by the Tenant as provided above, this Lease shall not be affected in any manner by reason of total or partial damage or destruction of the Premises or any part thereof or by reason of the untenantability of the Demised Premises or any part thereof, for any reason, and the Tenant, notwithstanding any law or statute present or future, waives any and all rights to quit or surrender the Demised Premises or any part thereof. The Tenant's obligations hereunder shall continue as though none of such events had occurred and without abatement, suspension, diminution or reduction of any kind. The foregoing notwithstanding, if the Demised Premises shall be damaged by fire or other property hazard or casualtycasualty during any Renewal Period, Borrower and if Tenant shall give prompt notice thereof to Lender Landlord, the Basic Rent and one hundred (100%) percent any Additional Rent shall be reduced in the proportion by which the area of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction part of the outstanding Principal Balance under the Note pertaining Premises which is not usable by Tenant, as reasonably determined by Landlord, bears to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration total area of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in Premises immediately prior to such fire or other casualty, with casualty until such alterations repairs which are required to be performed by Tenant (excluding Long Lead Work (as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iiidefined below)) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender substantially completed. The Restoration shall be satisfied thatperformed in a workerlike, within diligent manner and Tenant shall use its best efforts to complete the Restoration as expeditiously as possible. If Tenant shall fail to perform the Restoration in a reasonable period diligent and expeditious manner, then the Basic Rent and Additional Rent shall recommence on the date that the Restoration would have been completed but for the Tenant's failure. For purposes of timethis Lease, the term "LONG LEAD WORK" shall mean any item which is not to exceed one hundred eighty (180) days following the completion a stock item and must be specially manufactured, fabricated or installed or is of such repair and restoration of the Damaged Propertyan unusual, the gross cash flow and the net cash flow of the Damaged Property will be restored to delicate or fragile nature that there is a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,substantial risk that

Damage or Destruction. If (a) In the event that the Demised Premises (other than Tenant’s Improvements), or any Property part thereof, or access thereto, shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, destroyed by fire or other casualty, Lender shall, in accordance with but the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant Tenant shall continue to have reasonably convenient access to the provisions Demised Premises and no portion of this Agreement as a result of the Demised Premises (other than Tenant’s Improvements) shall thereby be rendered unfit for use and occupancy by the Tenant for the purposes set forth in Section 4, the Landlord shall repair such damage or destruction after deduction of its (except damage or destruction to Tenant’s Property or Tenant’s Improvements) with reasonable costs and expensesdiligence. During the period when such repair work is being conducted, if anythe Rent shall not be abated or suspended. (b) In the event that the Demised Premises (other than Tenant’s Improvements), in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Propertyor any part thereof, provided that (i) no default shall have occurred and or access thereto, shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such so damaged or destroyed by fire or other casualty, with such alterations as may be approved by Lender, as soon as insured casualty that the Tenant shall not have reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect convenient access to the Damaged Property as a result Demised Premises or any portion of the occurrence of any such fire or Demised Premises (other casualty will than Tenant’s Improvements) so that the Demised Premises shall thereby be covered out otherwise rendered unfit for use and occupancy by the Tenant for the purposes set forth in Section 4, then each of the Net Proceeds or Landlord and the Tenant shall have the right to terminate the term of this lease by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion giving written notice of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior termination to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions days after such damage or destruction. If neither party gives such notice of plans and specifications for approvalintention to terminate the term of this lease, such plans and specification then the Landlord shall repair the damage or destruction with reasonable diligence. (c) In the event that the Tenant shall not have reasonably convenient access to the Demised Premises or any portion of the Demised Premises (other than Tenant’s Improvements) shall be deemed approved otherwise rendered unfit for use and occupancy by Lender. Upon the occurrence Tenant for the purposes set forth in Section 4 by reason of an Event of Defaultsuch damage or destruction, Lender and this lease is not terminated pursuant to Section 16(b) above, then the Rent shall be equitably suspended or abated until the Landlord shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with substantially completed the repair and restoration of the Damaged Property. The identity Demised Premises and the means of access thereto. (d) No damages, compensation or claim shall be payable by the contractorsLandlord to the Tenant, subcontractors and materialmen engaged in the or any other person, by reason of inconvenience, loss of business or annoyance arising from any damage or destruction, or any repair and restoration of the Damaged Propertythereof, as well as the contracts under which they have been engaged, shall be identified is referred to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this Section 16.

Damage or Destruction. If any Property shall be damaged (a) Immediately after the damage or destroyed, in whole or in part, destruction by fire or other property hazard casualty to all or any part of the Property covered by insurance written in the name of the Association, the Board of Directors, or its duly authorized agent, shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the costs of repair or reconstruction. Repair or reconstruction, as used in this paragraph, means repairing or restoring the Property to substantially the same condition in which it existed prior to the fire or other casualty. (b) Any damage or destruction to the Common Area shall be repaired or reconstructed unless at a Special Meeting (as descried in Article I, Borrower shall give prompt notice thereof to Lender and one hundred Section 5 the Bylaws) called in accordance with the Bylaws at least seventy-five percent (10075%) percent of the net total eligible vote of the Association shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of all the insurance proceeds received by Lender or Borrower to be paid as a result of such damage or destruction after deduction destruction, or reliable and detailed estimates of reasonable the costs and of repair or reconstruction, or both, are not made available to the expensesAssociation within the sixty (60) day period referenced above, if any, in collecting then the same, period shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") extended until such information shall be damaged or destroyedmade available; provided, however, such extension period shall not exceed sixty (60) days. No mortgagee shall have the right to participate in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions determination of this Section hereinafter set forth, make whether the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, to the Common Area shall be repaired or reconstructed. In the event that it should be determined by the Association in collecting the same (hereinafter referred to as manner described above that the "NET PROCEEDS") available for the repair and restoration damage or destruction of the Damaged PropertyCommon Area shall not be repaired or reconstructed and no alternative improvements are authorized, provided that (i) no default shall have occurred and shall be continuing under then the Loan Documents, (ii) Borrower shall commence the repair and restoration damaged portions of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and Common Area shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs its natural state and operating expenses maintained as an undeveloped portion of the Damaged PropertyCommon Area by the Association in a neat and attractive condition, (v) Lender including appropriate landscaping, and the remaining insurance proceeds shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior delivered pro rata to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all Owners of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Residential Unit.

Damage or Destruction. If The Landlord and the Tenant agree that, subject to any Property provisions of the Condominium Act touching on these matters, if during the term of the Lease, the Building affecting the Unit or the improvements within the Unit forming part of the Unit but not including the Tenants trade fixtures and possesions, are damaged or destroyed by fire, lightning or any other peril in connection with which (a) the Landlord is insured in relation to the Building or (b) the Tenant is insured in relation to the improvements, Public Liability, business interruption insurance (clause 3(g) of this Lease) (hereinafter called "Damage") and such Damage, in the opinion of the Landlord acting reasonably, renders the Leased Premises or the Building: (1) so substantially and severely damaged that they cannot with reasonable diligence be repaired or rebuilt within 180 days after the happening of the Damage, then this Lease shall be damaged at the Landlord's or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower the Tenant's option (such option shall give prompt notice thereof to Lender and one hundred be exercised within sixty (100%60) percent days of the net amount date of all insurance proceeds received by Lender or Borrower Damage) cease and become ended and terminated as a result of the date of Damage and in the event of such damage termination as above mentioned, the Landlord may immediately on such termination re-enter and repossess the Leased Premises dis- charged from this Lease. In the event either the Landlord or destruction after deduction the Tenant exercises the said option to terminate this Lease as hereinbefore set out in this Article, then notice of reasonable costs exercise of such option to be valid and the expenses, if any, in collecting the sameeffective, shall be applied accompanied by a certificate from an architect or engineer chosen by the Landlord, stating that the Leased Premises or the building, cannot with reasonable diligence be repaired or rebuilt within 180 days of Damage; (2) in reduction the event that neither the Landlord nor the Tenant shall elect to terminate this Lease by reason of Damage, as set out in subparagraph (1) above, or if the Building or the Leased Premises shall be repairable, as aforesaid within 180 days from the happening of Damage, the Rent and all other sums payable by the Tenant to the Landlord under this lease, shall ▇▇▇▇▇ by the same proportion as the area of the outstanding Principal Balance under part of the Note pertaining Leased Premises rendered unfit for occupancy bears to the Damaged Property. Notwithstanding anything whole of the Leased Premises but only to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, extent of the monies actually received by fire or other casualty, Lender shall, in accordance the Landlord from any company carrying rental income insurance on the Leased Premises and the Landlord covenants and agrees with the provisions Tenant, on account of Damage covered by Tenant's insurance, required by clause 3(g) of this Section hereinafter set forthLease, make the net amount of to forthwith proceed and carry on with all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expensesdiligence, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repairs and replacements as shall be necessary to repair and restoration the Leased Premises up to the amount of proceeds received or up to the condition of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days Unit prior to Damage, whichever is the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,greater.

Damage or Destruction. (a) If any the Initial Building, or the Common Areas of the Property shall be necessary for Tenant’s use and occupancy of the Initial Building, are damaged or destroyed, destroyed in whole or in partpart under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year following the date of the occurrence, then Landlord, as to the Common Areas of the Property and the Building Shell, and Tenant, as to the Interior Improvements, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Property to the condition existing immediately prior to the occurrence. In connection with any such reconstruction of the Interior Improvements, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with Landlord’s Lender, if any) to promptly make any proceeds of Landlord’s property insurance with respect to the Interior Improvements (up to a maximum amount equal to the amounts originally contributed by fire or other property hazard or casualtyLandlord toward the construction of the Interior Improvements) available to Tenant for such reconstruction, Borrower shall give prompt notice thereof subject only to such payment controls as Landlord and its Lender and one hundred (100%) percent insurer, or any of them, may reasonably require in order to ensure the proper application of such proceeds toward the reconstruction of the net amount Interior Improvements pursuant to this Section 17.1. In the event of all insurance proceeds received by Lender damage or Borrower as a result destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the Initial Building, then either party may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after deduction the date of reasonable costs the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the Initial Building, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the Initial Building is impaired, and Landlord and Tenant respectively shall restore the Building Shell and the expensesInterior Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence, then either Landlord or Tenant, at this election, may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1. (b) The respective obligations of Landlord and Tenant pursuant to Section 17.1(a) are subject to the following limitations: (i) If the occurrence results from a peril which is required to be insured pursuant to Section 14.1(c) and (d) above, the obligations of either party shall not exceed the amount of insurance proceeds received from insurers by reason of such occurrence, plus the amount of the party’s permitted deductible (provided that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of Section 14.1(c) or (d), as applicable), and, if anysuch proceeds are insufficient, either party may terminate the Lease unless the other party promptly elects and agrees, in collecting writing, to contribute the sameamount of the shortfall; and (ii) If the occurrence results from a peril which is not required to be insured pursuant to Section 14.l(c) and (d) above, Landlord shall be applied in reduction required to repair and restore the Building Shell and Common Areas to the extent necessary for Tenant’s continued use and occupancy of the outstanding Principal Balance under Initial Building, and Tenant shall be required to repair and restore the Note pertaining Interior Improvements to the Damaged Property. Notwithstanding anything extent necessary for Tenant’s continued use and occupancy of the Initial Building, provided that each party’s obligation to repair and restore shall not exceed an amount equal to five percent (5%) of the replacement cost of the Building Shell and Common Area improvements, as to Landlord, or five percent (5%) of the replacement cost of the Interior Improvements, as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated pursuant to the contrary set forth aboveforegoing provisions of this Section 17.1 following an occurrence which is a peril required to be insured against pursuant to Section 14.1(c) and (d), if a particular Property Landlord and Tenant agree (a "DAMAGED PROPERTY") and any Lender shall be damaged or destroyedasked to agree) that there shall be paid from such insurance proceeds (i) to Landlord, in whole or in partthe proceeds of Landlord’s property insurance on the Building Shell, by fire or other casualty(ii) to Landlord, Lender shalla portion of the aggregate proceeds of Landlord’s and Tenant’s property insurance on the Interior Improvements equal to a fraction, the numerator of which is the insurable value, immediately prior to the occurrence, of the Interior Improvements that would have belonged to Landlord upon termination of this Lease in accordance with the provisions of this Section hereinafter set forth11.2 and the denominator of which is the total insurable value, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualtythe occurrence, with such alterations as may be approved by Lender, as soon as reasonably practicableof all of the Interior Improvements, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as Tenant, a result portion of the occurrence aggregate proceeds of any such fire or other casualty will be covered out of Landlord’s and Tenant’s property insurance on the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within Interior Improvements equal to a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Propertyfraction, the gross cash flow and numerator of which is the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Propertyinsurable value, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days immediately prior to the Maturity Dateoccurrence, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions Interior Improvements that would have belonged to Tenant upon termination of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property Lease in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender Section 11.2 and the denominator of which is the total insurable value, immediately prior to the occurrence, of all of the Interior Improvements. (d) From and after the date of an occurrence resulting in an interest-bearing accountdamage to or destruction of the Initial Building or of the Common Areas necessary for Tenant’s use and occupancy of the Initial Building, and continuing until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration thereof are completed, there shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the Damaged Property, upon receipt of evidence satisfactory degree to Lender (which evidence shall in each instance and Tenant’s ability to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or conduct its business in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Initial Building is impaired.

Damage or Destruction. If any Property shall be a. In the event the building and/or the Premises is damaged or destroyed, in whole or in part, by fire or other property hazard perils covered by Landlord's insurance, Landlord shall: (1) In the event of total destruction, at Landlord's option, as soon as reasonably possible thereafter, commence repair, reconstruction and restoration of the building and/or the Premises and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; or within ninety (90) days after such damage, elect not to so repair, reconstruct or restore the building and/or the Premises, in which event this Lease shall terminate. In either event, Landlord shall give Tenant written notice of its intention within said ninety (90) day period. In the event Landlord elects not to restore the building, and/or the Premises, this Lease shall be deemed to have terminated as of the date of such total destruction. (2) In the event of a partial destruction of the building and/or the Premises, to an extent not exceeding twenty-five percent (25%) of the full insurable value thereof, and if the damage thereto is such that the building and/or the Premises may be repaired, reconstructed or restored within a period of ninety (90) days from the date of the happening of such casualty, Borrower and if Landlord will receive insurance proceeds sufficient to cover the cost of such repairs, then Landlord shall commence and proceed diligently with the work repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration shall require a period longer than ninety (90) days or exceeds twenty-five percent (25%) of the full insurable value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs, then Landlord either may elect to so repair, reconstruct or restore and the Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore and the Lease shall then terminate. Under any of the conditions of this ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ (▇), ▇▇▇▇▇▇▇▇ shall give prompt written notice thereof to Lender and one hundred Tenant of its intention within said ninety (100%90) percent day period. In the event Landlord elects not to restore the building and/or the Premises, this Lease shall be deemed to have terminated as of the net amount date of all insurance proceeds received such partial destruction. b. Upon any termination of this Lease under any of the provisions of this Paragraph 23, the parties shall be released without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have therefore accrued and are then unpaid. c. In the event of repair, reconstruction and restoration by Lender Landlord as herein provided, the rental payable under this Lease shall be abated proportionately with the degree to which Tenant's use of the Premises is impaired during the period of such repair, reconstruction or Borrower as a restoration; provided that there shall be no abatement of rent if such damage is the result of such damage Tenant's negligence or destruction after deduction of reasonable costs and intentional wrongdoing. Tenant shall not be entitled to any compensation or damages for loss in the expenses, if any, in collecting the same, shall be applied in reduction use of the outstanding Principal Balance whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. d. Tenant shall not be released from any of its obligations under the Note pertaining this Lease except to the Damaged Propertyextent and upon the conditions expressly stated in this Paragraph 23. Notwithstanding anything to the contrary set forth abovecontained in this Paragraph 23, if a particular Property Landlord is delayed or prevented from repairing or restoring the damaged Premises within one (a "DAMAGED PROPERTY"1) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with year after the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result occurrence of such damage or destruction after deduction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, Landlord, at its option, may terminate this Lease, whereupon Landlord shall be relieved of its reasonable costs obligation to make such repairs or restoration and expensesTenant shall be released from its obligations under this Lease as of the end of said one year period. e. If damage is due to any cause other than fire or other peril covered by extended coverage insurance, if anyLandlord may elect to terminate this Lease. f. If Landlord is obligated to or elects to repair or restore as herein provided, in collecting Landlord shall be obligated to make repair or restoration only of those portions of the same (hereinafter referred to as building and the "NET PROCEEDS") available for Premises which were originally provided at Landlord's expense, and the repair and restoration of the Damaged Property, items not provided that (i) no default shall have occurred and at Landlord's expense shall be continuing the obligation of Tenant. g. Notwithstanding anything to the contrary contained in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Paragraph 23 occurs during the Loan Documents, last twelve (ii12) Borrower shall commence the repair and restoration months of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions term of this Agreement Lease or any extension hereof. h. Landlord and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Tenant hereby waive the provisions of any statues or court decisions which Borrower relate to the abatement or termination of leases when property is damaged or destroyed and ARC IV agree that such event shall jointly and severally guaranty to Lender be exclusively governed by the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions terms of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lease.

Damage or Destruction. If 22.1 In the event of damage to or destruction of all or any Property portion of the Premises or the improvements and fixtures thereon (collectively, “improvements”) arising from a risk covered by the insurance described in Section 21.2, Landlord shall within a reasonable time commence and proceed diligently to repair, reconstruct and restore (collectively, “restore”) the Site Improvements, Building Shell and Core Improvements to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Landlord shall be responsible for all insurance deductibles attributable to the Site Improvements, Building Shell and Core Improvements, and for all costs of restoration of the Site Improvements, Building Shell and Core Improvements in excess of insurance proceeds for the Site Improvements, Building Shell and Core Improvements. Tenant shall be responsible for all insurance deductibles attributable to the Tenant Improvements, and for all costs of restoration in excess of insurance proceeds for the Tenant Improvements, as an Operating Expense under Section 7.1(b). Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance described in Section 21.2, Landlord shall within a reasonable time, at its expense, commence and proceed diligently to restore the Site Improvements, Building Shell and Core Improvements to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time, at its expense, commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty. This Lease shall continue in full force and effect notwithstanding such damage or destruction; provided, however, that if the damage or destruction (i) occurs during the last two years of the term and the expense of restoration to either Landlord or Tenant exceeds $200,000, or (ii) occurs at any other time and the expense of restoration to either Landlord or Tenant exceeds $500,000, the party responsible for the cost may at its election terminate the Lease unless the other party elects to pay the full cost of restoration. 22.3 In satisfying its obligations under this Article 22, neither party shall be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of the other party, which consent will not be unreasonably withheld, the restoring party may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.4 In the event of damage, destruction and/or restoration as herein provided, there shall be no abatement of Rent, and Tenant shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration. Notwithstanding the foregoing, in whole the event restoration of the Site Improvements, Building Shell and Core Improvements cannot reasonably be completed within nine (9) months following the damage or in partdestruction, by fire or other property hazard or casualty, Borrower shall Landlord will give prompt notice thereof to Lender Tenant within sixty (60) days following such damage or destruction, and one hundred Tenant at its election may by written notice to Landlord terminate this Lease effective nine (100%9) percent months following such damage or destruction. In the event of such termination, Tenant shall have no responsibility for contributing to the expense of restoration. 22.5 Notwithstanding anything to the contrary contained in this Article, should a party be delayed or prevented from completing the restoration of the net amount improvements after the occurrence of all insurance proceeds received such damage or destruction by Lender reason of acts of God, war, government restrictions, inability to procure the necessary labor or Borrower materials, strikes, or other causes beyond the control of such party (but excluding economic conditions or financial inability to perform), the time for such party to commence or complete restoration shall be extended for the time reasonably required as a result of such event. 22.6 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company, which adjustment shall be subject to the approval of Tenant, which approval shall not be unreasonably withheld, and the proceeds shall be paid to a fund control escrow established by Landlord and Tenant for the purpose of paying for the restoration required by this Article 22. 22.7 Tenant waives the provisions of any statute now existing or hereafter adopted governing destruction of the Premises, so that the parties’ rights and obligations in the event of damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, governed by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lease.

Damage or Destruction. If any 24.1. In the event of a partial destruction of (a) the Premises or (b) Common Areas of the Building or the Property shall be damaged or destroyed((a) and (b) together, in whole or in part, the “Affected Areas”) by fire or other property hazard perils covered by special form insurance not exceeding twenty-five percent (25%) of the full insurable value thereof, and provided that the damage thereto is such that the Affected Areas may be repaired, reconstructed or casualtyrestored within a period of one (1) year from the adjustment of such casualty loss with the insurer, Borrower and Landlord shall give prompt receive insurance proceeds sufficient to cover the cost of such repairs, reconstruction and restoration (except for any commercially reasonable deductible amount provided by Landlord’s policy, which deductible amount, if paid by Landlord, shall constitute an Operating Expense, and provided that Landlord shall have complied with the requirements of Section 23.1), then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration of the Affected Areas and this Lease shall continue in full force and effect. If Landlord does not receive insurance proceeds sufficient to cover the cost of such repairs, reconstruction and restoration, despite Landlord’s diligent and commercially reasonable efforts, and neither Landlord nor any Mortgagee has commenced such restoration within three (3) months following adjustment of such casualty loss with the insurer, then Tenant may, until any such restoration commences, terminate this Lease by giving at least thirty (30) days’ prior written notice thereof to Lender Landlord and one hundred (100%) percent such termination shall be effective on the date specified if such replacement has not then commenced. 24.2. In the event of any damage to or destruction of the net amount Building or the Property other than as described in Section 24.1, Landlord may elect to repair, reconstruct and restore the Building or the Property, as applicable, in which case this Lease shall continue in full force and effect. If Landlord elects not to repair, reconstruct and restore the Building or the Property, as applicable, in accordance with Section 24.3, below, then this Lease shall terminate as of all insurance proceeds received by Lender or Borrower as a result the date of such damage or destruction. In the event of any damage or destruction (regardless of whether such damage is governed by Section 24.1 or this Section), if (a) in Landlord’s determination as set forth in the Damage Repair Estimate (as defined below), the Affected Areas cannot be repaired, reconstructed or restored within twelve (12) months after deduction the date that repairs would commence (provided such Damage Repair Estimate is provided to Tenant within 60 days following the date of reasonable costs such damage or destruction), or (b) subject to Section 24.6, the Affected Areas are not actually repaired, reconstructed and restored within the longer of (I) twelve (12) months after the date that repairs were to commence as estimated in the Damage Repair Estimate or (II) the period estimated for repair as set forth in the Damage Repair Estimate, then Tenant shall have the right to terminate this Lease, effective as of the date of such damage or destruction, by delivering to Landlord its written notice of termination (a “Termination Notice”) (y) with respect to Subsection 24.2(a), no later than fifteen (15) days after Landlord delivers to Tenant Landlord’s Damage Repair Estimate and (z) with respect to Subsection 24.2(b), no later than fifteen (15) days after such period (as the same may be extended pursuant to Section 24.6) expires. If Tenant provides Landlord with a Termination Notice pursuant to Subsection 24.2(z), Landlord shall have an additional thirty (30) days after receipt of such Termination Notice to complete the repair, reconstruction and restoration. If Landlord does not complete such repair, reconstruction and restoration within such thirty (30) day period, then Tenant may terminate this Lease by giving Landlord written notice within two (2) business days after the expiration of such thirty (30) day period. If Landlord does complete such repair, reconstruction and restoration within such thirty (30) day period, then this Lease shall continue in full force and effect. If Landlord does not so give a notice of its election not to repair, then Landlord shall be deemed to have elected to repair the Property and Premises as aforesaid. 24.3. As soon as reasonably practicable, but in any event within sixty (60) days following the date of damage or destruction, Landlord shall notify Tenant of Landlord’s good faith estimate of the period of time in which the repairs, reconstruction and restoration will be completed (the “Damage Repair Estimate”), which estimate shall be based upon the opinion of a contractor reasonably selected by Landlord and experienced in comparable repair, reconstruction and restoration of similar buildings. Additionally, Landlord shall give written notice to Tenant within sixty (60) days following the date of damage or destruction of its election not to repair, reconstruct or restore the Building or the Property, as applicable. 24.4. Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord, except with regard to (a) items occurring prior to the damage or destruction and (b) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 24.5. In the event of repair, reconstruction and restoration as provided in this Article, all Rent to be paid by Tenant under this Lease shall be abated proportionately based on the extent to which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or restoration (and the expensesProperty Management Fee shall be reduced based on such reduction in Base Rent, if any), unless Landlord provides Tenant with other space during the period of repair, reconstruction and restoration that, in collecting Tenant’s reasonable opinion, is suitable for the sametemporary conduct of Tenant’s office and/or laboratory operations. Tenant acknowledges that, shall be applied in reduction given such abatement, Tenant will not have any claim against its own insurer to recover rent that would otherwise have been payable during the period of the outstanding Principal Balance under the Note pertaining to the Damaged Propertysuch abatement. 24.6. Notwithstanding anything to the contrary set forth abovecontained in this Article, if a particular Property (a "DAMAGED PROPERTY") shall should Landlord be damaged delayed or destroyedprevented from completing the repair, in whole reconstruction or in part, by fire restoration of the damage or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant destruction to the provisions of this Agreement as a result Premises after the occurrence of such damage or destruction after deduction by matters described in Section 41.6 of this Lease or delays caused by Tenant or its reasonable costs employees, agents, contractors or invitees, then the time for Landlord to commence or complete repairs, reconstruction and expensesrestoration shall be extended on a day-for-day basis. 24.7. If Landlord is obligated to or elects to repair, if anyreconstruct or restore as herein provided, in collecting then Landlord shall be obligated to make such repairs, reconstruction or restoration only with regard to (a) those portions of the same Premises that were originally provided at Landlord’s expense (hereinafter referred i.e. excluding Alterations, other than to the extent funded by the TI Allowance) and (b) the Common Area portion of the Affected Areas. The repairs, reconstruction or restoration of improvements not originally provided by Landlord or at Landlord’s expense shall be the obligation of Tenant. Tenant alone shall be entitled to settle, adjust and receive the proceeds of any insurance policies held by Tenant, and to use the proceeds thereof as the "NET PROCEEDS") available Tenant deems appropriate for the repair and restoration of Tenant’s Alterations. In the Damaged Propertyevent Tenant has elected to upgrade certain improvements from the Building Standard, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged PropertyLandlord shall, upon receipt of evidence satisfactory the need for replacement due to Lender (which evidence shall in each instance an insured loss, provide only the Building Standard, unless Tenant again elects to upgrade such improvements and to the full extent required by Lender include receipted billspay any incremental costs related thereto, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they excess insurance proceeds, if received, are adequate to be paid provide such upgrades, in addition to providing for out of the requested disbursement) in connection with the repair basic repairs, reconstruction and restoration of the Damaged Property Premises, the Building and the Property. 24.8. Notwithstanding anything to the contrary contained in this Article, Landlord shall not have been paid for in fullany obligation whatsoever to repair, and reconstruct or restore the Premises if the damage resulting from any casualty covered under this Article occurs during the last twelve (ii12) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out months of the repair and restoration of the Damaged Property which have not either been fully bonded Term or any extension thereof, or to the satisfaction of Lender and discharged of record extent that insurance proceeds are not available therefor. 24.9. Landlord’s obligation, should it elect or in the alternative fully insured over be obligated to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawsrepair, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required reconstruct or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engagedrestore, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal limited to the costs actually incurred from Affected Areas. Tenant shall, at its expense, replace or fully repair all of Tenant’s personal property and any Alterations installed by Tenant existing at the time of such damage or destruction. If Affected Areas are to time for work be repaired, reconstructed or restored in place accordance with the foregoing, Landlord shall make available to Tenant any portion of insurance proceeds it receives that are allocable to the Alterations constructed by Tenant pursuant to this Lease; provided Tenant is not then in monetary default of which Tenant shall have received written notice in accordance with this Lease or otherwise in Default under this Lease, and subject to the reasonable requirements of any Lender of Landlord as part to the method of the repair and restoration disbursement of the Damaged Property,such proceeds.

Damage or Destruction. If any Property shall be If, prior to the Closing Date, A "MATERIAL" part (as hereinafter defined) of the Premises is damaged or destroyed, in whole or in part, destroyed by fire or other property hazard or casualty, Borrower Seller shall give prompt promptly notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to terminate this Agreement upon notice thereof to Lender and one hundred Seller given not later than thirty (100%30) percent days after receipt of Seller's notice. If this Agreement is so terminated, the provisions of Section 15(c) shall apply. If (i) Purchaser does not elect to terminate this Agreement, or (ii) there is damage to or destruction of an "IMMATERIAL" part ("IMMATERIAL" is herein deemed to be any damage or destruction which is not "MATERIAL", as such term is hereinafter defined) of the net Premises, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing, (x) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs reasonably incurred by Seller in connection with the repair of such damage or destruction, (y) assign and transfer to Purchaser all right, title and interest of Seller in and to any uncollected insurance proceeds received by Lender or Borrower which Seller may be entitled to receive as a result of such damage or destruction after deduction destruction, and (z) pay over to Purchaser the amount of reasonable costs and any applicable deductible. A "MATERIAL" part of the expenses, if any, in collecting the same, Premises shall be applied in reduction deemed to have been damaged or destroyed if the cost of repair or replacement shall be $1,500,000 or more as reasonably estimated by an independent third-party reasonably acceptable to Purchaser, or if after repairs the outstanding Principal Balance under the Note pertaining casualty materially adversely affects access to the Damaged PropertyPremises. Notwithstanding anything to During the contrary set forth aboveperiod from the Effective Date through the Closing Date, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default Seller shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue maintain the same to satisfactory completion, casualty and liability insurance policies (iiior insurance policies providing coverage which is at least as favorable) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property Premises that are in place as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Effective Date, or (x) the date on which the business interruption insurance covered as disclosed by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue Seller to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, Purchaser and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have provided that Purchaser does not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of right to terminate this Agreement for such plan and specifications and all permitsdamage or destruction, licenses and approvals required Seller shall not settle any insurance claim for any damage or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified destruction to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as any material part of the repair and restoration of the Damaged Property,Premises.

Damage or Destruction. 6.1 Tenant shall immediately give notice to Landlord of every case of fire, explosion, destruction or damage by the elements or other casualty. 6.2 If at any Property time during the Term, the Demised Premises shall be damaged or destroyed, in whole or in material part, or wholly or partially destroyed, by fire or other property hazard casualty (including BioLife lease 4/1/2008 any casualty for which insurance coverage was not obtained) of any kind or casualtynature, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent regardless of whether said damage or destruction resulted from an act of God, the fault of the net amount Tenant, the Landlord, or from any cause whatsoever, then, in that event neither party shall be required to replace, repair or rebuild the damaged or destroyed improvements (except that Tenant shall be required to turn over to Landlord the insurance proceeds payable in connection with such damage or destruction); provided, however, that if the damage or destruction results from the sole or partial fault of all Tenant and is not fully covered by insurance or the insurance proceeds received by Lender the Landlord are insufficient therefore, the Tenant shall be required to replace, repair or Borrower rebuild the damaged or destroyed improvements to substantially their condition prior to the casualty event. 6.3 Upon thirty (30) days written notice of the casualty event, the Landlord shall have the option, to (i) replace, repair and rebuild any and all damaged or destroyed improvements, or (ii) to terminate this Lease as of a result specified date, in which latter event all rent shall be apportioned as of the date of such damage or destruction, and this Lease shall terminate as of the specified date, but all insurance proceeds shall be paid to Landlord as aforesaid, and Tenant shall remain obligated under Section 6.2 in the event the insurance proceeds are insufficient to fully replace, repair or rebuild. In the event Landlord proceeds to replace, repair and rebuild, this Lease shall not terminate, Landlord shall cause the Demised Premises and the Common Areas to be repaired or restored to the extent insurance proceeds are available to the Landlord as speedily as its good faith efforts will allow, and there shall be a proportional abatement of the basic and additional rent reserved under this Lease during such period as the Demised Premises remain untenantable based on the extent to which the Demised Premises are untenantable. Tenant shall also have the option to terminate this Lease effective as of the date of the damage or destruction, in the event: (a) a portion of the Demised Premises which is material to Tenant's operations have been damaged or destroyed and are untenantable, and Landlord shall not provide to Tenant within 120 days after the date of damage or destruction substitute space of reasonably equivalent size and functionality (either on a temporary or permanent basis), and (b) (x) the damaged or destroyed portion of the Demised Premises cannot reasonably be repaired within 120 days of such date as set forth in an opinion to that effect of an architect or engineer retained by Tenant (at its expense) and reasonably acceptable to Landlord, (y) Landlord shall not give written notice of Landlord's election under clause (i) above within the specified thirty (30) day period, or (z) Landlord, after having elected to repair, shall not restore the Demised Premises substantially to its condition prior to the event causing the damage or destruction. Tenant's options to terminate shall be exercised by written notice to Landlord within 45 days of the casualty event, with respect to clauses (x) and (y) and within 135 days after the date of such damage or destruction after deduction with respect to clause (z). 6.4 Tenant agrees that the foregoing provisions are in lieu of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged any other rights or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender remedies that Tenant may have against Landlord pursuant to the provisions laws of this Agreement as a result the State of such Washington in the event of any damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire all or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration Demised Premises or any other portion of the Damaged Property,.

Damage or Destruction. If any Property (a) Subject to the Bank Loan Documents, in the event the Facility shall be damaged or destroyed, destroyed (in whole or in part) at any time during the Term: (i) the Company shall promptly give, by fire or other property hazard or casualtycause to be given, Borrower shall give prompt written notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction to the Issuer, the Bank and Desa; (ii) any Net Proceeds of reasonable costs insurance resulting from damage to or destruction of the Facility shall be applied by the Company, at the option of Desa, to the prepayment of all or any portion of Rental Payments and/or to the repair or replacement of the Facility; (iii) so long as there shall be outstanding any indebtedness evidenced by the Loan, the Company shall, if and to the expensesextent required by the Lender, promptly replace, repair, or restore the Facility to such condition, value, and utility to allow the Facility to operate as it was designed to operate prior to such damage or destruction, with such changes, alterations, and modifications (including the substitution and addition of other Property), as may be then approved by the Bank, Lender, Equipment Lender and Desa. In the event such Net Proceeds of insurance, or the portion thereof, if any, are insufficient to pay in collecting full the samecosts of such replacement, repair, rebuilding or restoration, the Company shall be obligated to complete such replacement, repair, or restoration, paying from its own monies that portion of the costs thereof in excess of such Net Proceeds of insurance. All such replacements, repairs, or restoration of the Facility made pursuant to this Section, whether or not requiring the expenditure of monies of the Company, shall be applied in reduction automatically become a part of the outstanding Principal Balance under Facility the Note pertaining same as if specifically described herein. (b) If the Loan, including the interest payable thereon, and all sums payable pursuant to Section 5.2(b) hereof, have been fully paid, or provision therefor has been made, all such Net Proceeds of insurance shall be paid as provided in the Equipment Lease or the Desa Lease, or if no provision with respect thereto is made, such Net Proceeds shall be paid to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property Company. (a "DAMAGED PROPERTY"c) The Company shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all entitled to any insurance proceeds received by Lender pursuant or portion thereof made for damage to or destruction of any Property which, at the provisions of this Agreement as a result time of such damage or destruction after deduction of its reasonable costs and expensesdestruction, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, is not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Project.

Damage or Destruction. (a) If the Improvements or the Property, or any Property shall be portions or part thereof, are damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard or casualtycause, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with at its election or upon the provisions request of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant Bank and subject to the provisions of this Agreement Section, promptly proceed with the restoration thereof in accordance with such plans and specifications as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred been prepared by an architect or engineer acceptable to Bank and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair submitted to and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by LenderBank, as soon as reasonably practicablewhich approval will not be unreasonably withheld or delayed (herein, the “Plans”), and shall diligently pursue complete the same work of restoration, on the condition that Bank makes available to satisfactory completion, (iii) Lender shall be satisfied that Borrower as restoration progresses any operating deficits which will be incurred with insurance proceeds actually paid to Bank in respect to such damage or destruction, which proceeds Bank shall make available in accordance with this Section 5.6. If (i) in Bank’s judgment the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level insurance proceeds are sufficient to cover all carrying costs and operating expenses of complete the Damaged Property, restoration no later than thirty (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (9030) days prior to the Maturity Date; and (ii) no Event of Default exists under the Loan Documents, other than an Event of Default arising from the damage or destruction (x) collectively, the date on which “Restoration Conditions”), Bank shall advance the business interruption insurance covered by such proceeds to Borrower shall expire, (vi) Lender shall be satisfied that all as restoration progresses in the same manner as Bank customarily disburses advances of construction loan proceeds under construction loans. If any one or more of the termsRestoration Conditions does not exist and does not come into existence within thirty (30) days following notice thereof from Bank to Borrower, covenants Bank may call the Loan immediately due and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property payable in accordance with the provisions of this following paragraph. The Net Proceeds shall be held ; provided, however, if, in Bank’s reasonable judgment the insurance proceeds are insufficient to complete the restoration, Borrower may satisfy such condition by Lender depositing with Bank additional money as in an interest-bearing account, and until disbursed Bank’s reasonable judgment is sufficient to complete the restoration in accordance with the provisions Plans in a timely manner and fully pay the costs thereof. (b) If in Bank’s judgment the Improvements cannot be restored in accordance with the Plans in a timely manner as described above or, if Borrower does not or cannot deposit additional money as in Bank’s judgment is required to complete the restoration and fully pay the cost thereof, or if an Event of this paragraphDefault exists under the Loan Documents, and such matters are not cured within thirty (30) days following notice thereof from Bank to Borrower, such event shall constitute additional security be deemed an Event of Default hereunder, and Bank’s obligation to make insurance proceeds available for restoration shall immediately terminate. Bank may in such case apply any insurance proceeds and/or owner’s equity in the payment manner set forth in Section 5.6(a) hereof, to reduce the outstanding Obligations of Borrower under the Loan and may exercise any of the Debtother remedies which are described in Section 8.2 hereof or in the Loan Documents. (c) In the case of loss for which the cost to repair or restore is reasonably estimated to be in excess of $500,000.00, Bank is hereby authorized to participate in any settlement or adjustment of claims under insurance policies, as its interest may appear, and to collect and receipt for any proceeds. The Net Proceeds together In the event Bank elects to apply, or is obligated under Section 5.6(a) to apply, the proceeds to restoration, in keeping with interest earned thereonthe Restoration Conditions, such proceeds shall be disbursed by Lender tomade available, or as directed by, Borrower from time to time during time, in the course same manner as Bank customarily disburses advances of construction loan proceeds under construction loans. (d) Notwithstanding anything herein, in the Note, or in any other Loan Documents to the contrary, no Prepayment Premium (as defined in the Note) shall be due or payable in the event that Bank shall apply any insurance proceeds or condemnation awards to pay down all or any portion of the repair and restoration outstanding principal balance of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall Loan in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property accordance with Sections 5.6 or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,5.7 hereof.

Damage or Destruction. If any Property shall be damaged or destroyed(a) Lessee covenants and agrees that in case of damage exceeding $25,000 in amount to, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and of, the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, Premises by fire or other casualty, Lender shallLessee shall immediately notify Lessor thereof. Lessee, in accordance with the provisions of this Section hereinafter set forthat its sole cost and expense, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of whether or not such damage exceeds $25,000 in amount, shall proceed to restore, repair or destruction after deduction of its reasonable costs and expenses, if any, in collecting rebuild the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was they were in immediately prior to such fire damage or other casualtydestruction. Such restoration, with such repairs, replacements, rebuilding or alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will commenced promptly and prosecuted with reasonable diligence. (b) All insurance proceeds received on account of such damage or destruction shall be incurred with respect applied as hereinafter set forth to the Damaged Property as a result payment of the occurrence of any such fire or other casualty will be covered out costs of the Net Proceeds aforesaid restoration, repairs, replacements, rebuilding or by Borrower out-of-pocket alteration. In the case of damage or with the destruction involving a loss of $100,000 or less, all such insurance proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied thatpaid to Lessee. In the case of damage or destruction involving a loss of more than such amount, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender insurance proceeds shall be satisfied that the repair paid to Lessor and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower to Lessee from time to time during the course upon receipt by Lessor of a certificate signed by an officer of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that Lessee: (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out Requesting payment of the requested disbursement) in connection with the repair and restoration a specified amount of the Damaged Property have been paid for in full, and such insurance proceeds; (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair Describing in reasonable detail work and restoration of the Damaged Property which have not either been fully bonded materials applied by Lessee to the satisfaction restoration; (iii) Stating that such specified amount does not exceed the cost of Lender such work and discharged of record or in materials, including as part thereof the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence reasonable fees of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required architect or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultantengineer, if any; and (iv) Stating that no part of such cost has previously been made the basis of any request for withdrawal of insurance proceeds under this section. All costs and expenses incurred by Lender Provided, however, that the balance of insurance proceeds shall not be reduced below the amount specified in connection with making an architect's or engineer's certificate as the Net Proceeds available for amount required to complete the repair and restoration restoration. If the insurance proceeds in the hands of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, Lessor shall be paid by Borrower. In no event insufficient to pay the entire cost of such restoration, Lessee shall Lender be obligated provide the necessary additional funds to make disbursements of accomplish the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,restoration.

Damage or Destruction. (a) If any Property shall be damaged incident of damage to or destroyeddestruction of the Generating Facility, the Nuclear Fuel or any portion thereof should occur, which damage or destruction (i) is in whole or in partexcess of $10,000,000 and (ii) is of such a nature as to prevent Heat Production by the Nuclear Fuel, by fire or other property hazard or casualty, Borrower shall the Lessee will promptly give prompt notice thereof to Lender the Lessor, generally describing the nature and one hundred extent of such damage or destruction, and unless the Lessee shall have delivered to the Lessor the certificate described in Section 20(a)(i) hereof or shall have exercised its right to obtain a release of such Nuclear Fuel or portion thereof pursuant to Section 10(b) within 90 days after the happening of such incident, the Lessee, at its cost and expense (100%without limiting the Lessee’s right to request payment by the Lessor of such expenses provided in Section 6), will promptly commence and will complete (subject to Unavoidable Delays but in any event within 18 months after the happening of such incident) percent the Restoration of the net amount Generating Facility, the Nuclear Fuel or such portion thereof, as the case may be, whether or not the insurance proceeds, if any, on account of such damage or destruction shall be sufficient for the purpose. Upon completion of the Restoration, the Lessee shall execute and deliver to the Lessor a Fuel Schedule and shall cause the relevant Manufacturer of the replacement Nuclear Fuel to execute and deliver to the Lessor a ▇▇▇▇ of Sale substantially in the form of Schedule C, unless the Nuclear Fuel Contract provides for the transfer of title to the Lessor without execution and delivery by the appropriate Manufacturer of a ▇▇▇▇ of Sale; and the Lessor shall accept such ▇▇▇▇ or Bills of Sale. As to any damaged or destroyed Nuclear Fuel originally included on Schedule A, as amended, and replaced by such Restoration, the Lessor shall deliver to the Lessee a Fuel Schedule and a ▇▇▇▇ of Sale substantially in the form of Schedule E hereto. (b) If no Event of Default shall have occurred and be then continuing, all insurance proceeds received by Lender the Lessor or Borrower as a result the Assignee on account of such any damage to or destruction after deduction of reasonable costs the Nuclear Fuel or any portion thereof (less the actual costs, fees and expenses incurred in the expenses, if any, in collecting collection thereof for which the same, Person incurring the same shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"reimbursed from such proceeds) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant paid to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lessee.

Damage or Destruction. In the event of any damage to or destruction of the Property prior to the Closing: 6.2.1 If any Property shall such damage or destruction is covered by Seller's insurance, and the cost to repair or replace such damage or destruction is less than or equal to Seven Hundred Fifty Thousand Dollars ($750,000), and such damage or destruction can with reasonable efforts be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and repaired within one hundred twenty (100%120) percent days of the net amount of date on which such damage occurs, Seller shall have no obligation to repair such damage or destruction, and the Closing nevertheless shall occur as otherwise provided for in this Agreement, except that Seller shall, at Seller's option, either (A) perform any necessary repairs, or (B) assign to Buyer upon the Closing all insurance proceeds received paid or payable to Seller in connection with such occurrences, exclusive of any proceeds of business interruption or rent continuation insurance paid to Seller prior to Closing, in which event Buyer shall receive a credit against the Purchase Price equal to the amount of any deductible under Seller's insurance applicable to such occurrences. If Seller elects to perform repairs to the Property, Seller shall use reasonable efforts to promptly complete such repairs, and the Closing Date shall be extended for a reasonable time to allow for the completion of such repairs. 6.2.2 If (A) such damage or destruction is not covered by Lender Seller's insurance, or Borrower (B) the cost to repair or replace such damage or destruction exceeds Seven Hundred Fifty Thousand Dollars ($750,000), or (C) such damage or destruction cannot with reasonable efforts be repaired within one hundred and twenty (120) days of the date on which such damage occurs, or (D) any tenant under a Lease has the right as a the result of such damage or destruction to terminate its Lease (and such right has not been previously waived or deemed waived by the tenant), then Seller shall promptly notify Buyer and, within five (5) business days after deduction receipt of reasonable costs such notice, Buyer shall deliver written notice to Seller and the expensesEscrow Holder, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining electing either: (x) to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, proceed with this transaction and Closing in accordance with this Agreement notwithstanding such damage or destruction, in which event Seller will have no obligation to repair such damage or destruction, and the provisions of Closing shall occur as otherwise provided in this Section hereinafter set forthAgreement; in such case, make Seller shall assign to Buyer upon the net amount of Closing all insurance proceeds received by Lender paid or payable to Seller in connection with such occurrences to the extent Buyer is not entitled to reimbursement of the same pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expensesLeases, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately other than proceeds expended prior to such fire or other casualty, with such alterations as may be approved Closing in restoration and repair undertaken by Lender, as soon as reasonably practicable, Seller in its sole discretion and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, proceeds of business interruption or rental interruption insurancerent continuation insurance paid to Seller prior to Closing, and Buyer shall receive a credit against the Purchase Price equal to the amount of any deductible under Seller's insurance applicable to such occurrences to the extent Buyer is not entitled to reimbursement of the same pursuant to the Leases; or (ivy) Lender to terminate this Agreement, in which case this Agreement shall terminate, the Deposit shall immediately be satisfied that, within a reasonable period of time, not returned to exceed one hundred eighty (180) days following the completion Buyer and neither party shall have any further rights or obligations hereunder except those rights or obligations which expressly survive termination. Buyer's failure to deliver either of such repair notices to Seller and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored Escrow Holder within such five (5) business day period shall constitute Buyer's election to a level sufficient proceed to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or Closing under CLAUSE (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,above.

Damage or Destruction. (a) If any Property shall be damaged during the term the Premises are totally or partially destroyed, in whole or in part, by fire or any other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent portion of the net amount Building is damaged in such a way that Tenant's use of all the Premises is materially interfered with, from a risk which is wholly covered by insurance proceeds received by Lender or Borrower as a result of made available to Landlord for such purpose, Landlord shall proceed with reasonable diligence to repair the damage or destruction after deduction and this Lease shall not be terminated; provided, however, that if in the opinion of reasonable costs and Landlord's architect or contractor the expenses, if any, in collecting the same, shall be applied in reduction work of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, cannot to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) in ninety (90) days prior following such damage or destruction, Landlord may at its election terminate this Lease by notice given to Tenant within thirty (30) days following the Maturity Dateevent or such longer period as may reasonably be necessary to obtain information from its architect or contractor. (b) If during the term the Premises are totally or partially destroyed, or (x) any other portion of the date on Building is damaged in such a way that Tenant's use of the Premises is materially interfered with, from a risk which the business interruption insurance is not wholly covered by insurance proceeds made available to Landlord for repair or reconstruction, Landlord may at its election by notice to Tenant given within thirty (30) days following the event or such Borrower shall expirelonger period as may reasonably be necessary for Landlord to obtain information from its architect or contractor, either restore the Premises or terminate this Lease. (vic) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that foregoing notwithstanding if (i) all materials installed and work and labor performed (except to during the extent that they term the Premises are to be paid for out totally or partially destroyed, or any other portion of the requested disbursement) Building is damaged in connection with the repair and restoration such a way that Tenant's use of the Damaged Property have been paid for in fullPremises is materially interfered with, and (ii) there exist no in the opinion of Landlord's architect or contractor the work of repair cannot be completed within one (1) year following such damage or destruction, then Tenant may at its election terminate this Lease by notice given to Landlord within thirty (30) days following the event or such longer period as may reasonably be necessary to obtain information from Landlord's architect or contractor verifying the estimated repair period. (d) In case of pendencydestruction or which materially interferes, stop order, notice of intention to file mechanicwith Tenant's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out use of the Premises, if this Lease is not terminated as above provided, rent shall be abated during the period required for the work of repair and restoration based upon the degree of interference with Tenant's use of the Damaged Property which Premises. Except for abatement of rent, Tenant shall have not either been fully bonded no claim against Landlord for any loss suffered by Tenant due to the satisfaction of Lender and discharged of record damage or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien destruction of the Mortgage encumbering Premises or any work of undertaken as herein provided. Tenant expressly waives the Damaged Property. The repair and restoration provisions of applicable law which would otherwise provide for termination of a hiring upon destruction of the Damaged Property shall be done and completed thing hired, which are superseded by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this paragraph 11.

Damage or Destruction. (a) If the Property or any Property part thereof shall be damaged or destroyed, in whole or in part, destroyed by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, (i) Landlord shall, subject to Sections 7.2 and 7.3, pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property hazard or casualtyinsurance, Borrower (ii) this Lease shall give prompt notice thereof to Lender be unaffected thereby and one hundred shall continue in full force and effect, and (100%iii) percent of the net amount of all insurance proceeds received by Lender or Borrower as Tenant shall, at Tenant’s sole cost and expense, expeditiously and in a result of good and workmanlike manner, cause such damage or destruction after deduction of reasonable costs and to be remedied or repaired (the expenses“Restoration”) by restoring the Property to its condition immediately prior to such damage, if any, in collecting the same, or destruction. All Restoration Work shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, performed in accordance with the provisions of this Section hereinafter set forthLease, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirementsthe provisions of Sections 5.4 and 5.5 hereof. Tenant hereby waives the provisions of any law or statute to the contrary and agrees that the provisions of this Article shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Property with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable on demand as Additional Rent, together with interest thereon at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the Restoration Work from Tenant to compensate Landlord for administering the Restoration. (b) Notwithstanding anything contained herein to the contrary, provided (i) the Property is completely destroyed or a material portion of the Property is damaged or destroyed by fire or other casualty and such damage is of such a nature that the Restoration cannot be substantially completed within two hundred forty (240) days after the date of such casualty, as estimated by a licensed architect or engineer retained by Tenant and reasonably approved by Landlord (for purposes of such estimate and the rebuilding requirements under Section 7.2, such Restoration shall not include Alterations made by Tenant and installation of personal property, equipment and trade fixtures of Tenant unless Landlord has notified Tenant that such shall remain at end of Term), (ii) the insurance proceeds, together with any other funds Tenant may elect to contribute, actually available to Landlord for Restoration equal or exceed the cost of such Restoration (as estimated in writing by a licensed architect retained by Landlord), and all plans (iii) such amounts are paid to Landlord, Tenant may terminate this Lease in which event this Lease shall terminate and specifications required in connection with shall be of no further force and effect as of the date of such casualty, except that any obligation or liability of Tenant, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive. For purposes of this Section 7.1(b), “material” shall mean damage to the Property the repair and restoration of the Damaged Property shall be subject which is reasonably estimated to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required cost $5,000,000 or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,more.

Damage or Destruction. (a) If any Property the Project Facility shall be damaged or destroyed, destroyed (in whole or in part) at any time during the Lease Term: (i) the Agency shall have no obligation to replace, repair, rebuild or restore the Project Facility; (ii) there shall be no abatement or reduction in the amounts payable by fire the Company under this Agreement (whether or other property hazard not the Project Facility is replaced, repaired, rebuilt or casualty, Borrower restored; (iii) the Company shall promptly give prompt notice thereof to Lender the Agency; and (iv) except as otherwise provided in subsection (b) of this Section 7.1, the Company shall promptly replace, repair, rebuild or restore the Project Facility to substantially the same condition and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower value as a result of an operating entity as existed prior to such damage or destruction after deduction of reasonable costs destruction, with such changes, alterations and modifications as may be desired by the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged PropertyCompany, provided that (i) no default shall have occurred and shall be continuing under such changes, alterations or modifications do not so change the Loan Documents, (ii) Borrower shall commence the repair and restoration nature of the Damaged Property, Project Facility that it does not constitute a "project" (as nearly as possible to such quoted term is defined in the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraphAct). The Net Proceeds of insurance shall be held by Lender paid to the Company and except as other provided in an interest-bearing account, and until disbursed in accordance with the provisions subsection (b) of this paragraphSection 7.1, the Company shall constitute additional security for apply to the payment of the Debt. The Net Proceeds together with interest earned thereonreplacement, shall be disbursed by Lender torepair, rebuilding or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged PropertyProject Facility so much as may be necessary of any Net Proceeds of insurance resulting from claims for such losses. In the event such Net Proceeds are not sufficient to pay in full the costs of such replacement, upon receipt of evidence satisfactory to Lender (which evidence repair, rebuilding or restoration, the Company shall in each instance nonetheless complete the work thereof and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien pay from its own monies that portion of the Mortgage encumbering costs thereof in excess of such Property Net Proceeds. All such replacements, repairs, rebuilding or another title company satisfactory restoration made pursuant to Lender) that (i) all materials installed and work and labor performed (except to this Section 7.1, whether or not requiring the extent that they are to be paid for out expenditure of the requested disbursement) in connection with the repair and restoration Company's own money, shall automatically become a part of the Damaged Property have been paid for in fullProject Facility as if the same were specifically described herein. (b) The Company shall not be obligated to replace, repair, rebuild or restore the Project Facility, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property includinginsurance shall not be applied as provided in subsection (a) of this Section 7.1, without limitation, reasonable counsel fees and reasonable fees if the Company shall exercise its option to terminate this Agreement pursuant to Section 11.1 hereof. (c) The Company may adjust all claims under any policies of insurance covering damage or destruction of the ConsultantProject Facility; provided, shall however, that no such claim with respect to an insured event as to which the Agency may be paid by Borrower. In no event shall Lender or is alleged to be obligated to make disbursements liable may be adjusted without the prior written consent of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Agency.

Damage or Destruction. A. If any Property the Demised Premises shall be partially damaged by fire or destroyedother casualty, the damaged portions of the Demised Premises (but not Tenant's trade fixtures or personal property) shall be repaired by and at the expense of Owner (unless such fire or casualty resulted, in whole or in part, by fire from any act or other property hazard omission, whether negligent or casualtyotherwise, Borrower of Tenant or his agents, servants, contractors, employees, invitees, or assigns, in which case such repairs shall give prompt notice thereof be at the cost and expense of Tenant), and the rent until such repairs shall be made shall be apportioned according to Lender and one hundred (100%) percent the part of the net Demised Premises which is usable by Tenant. If Tenant shall have paid rent in advance, Owner shall repay to Tenant an amount equal to that portion of all insurance proceeds received by Lender or Borrower as a result rent so paid in advance, payment of such damage or destruction after deduction of reasonable costs and which is abated. B. If the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Demised Premises are totally damaged or destroyed, in whole or in part, are rendered wholly untenantable by fire or other casualty, Lender Owner shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction within sixty (60) days after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with give Tenant written notice of Owner's election whether: 1) To terminate this Lease and thereupon the term of this Lease shall expire by lapse of time upon the third (3rd) day after such alterations as may be approved by Lender, as soon as reasonably practicablenotice is given, and Tenant shall diligently pursue vacate the Demised Premises and surrender the same to satisfactory completionOwner. If Tenant shall not be in default under this Lease, or if any monetary default existing at the time of the giving of such a notice is cured in full within three (iii3) Lender shall be satisfied that any operating deficits which will be incurred with respect days after delivery of said notice, then upon the termination of this Lease under the conditions provided for in the sentence immediately preceding, ▇▇▇▇▇▇'s liability for rent accruing subsequent to the Damaged Property fire or casualty shall cease and be apportioned as a result of the occurrence day following such fire or casualty, or 2) To restore or rebuild the Demised Premises in character, layout, area and equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, and it is agreed that in such event, this Lease shall continue in full force and effect, but the rent, the additional rent, and all other payments and obligations of any Tenant shall ▇▇▇▇▇ as of the date of such fire or other casualty will be covered out casualty, until the Demised Premises shall have been fully and completely restored or rebuilt by Owner and possession thereof shall have been delivered to Tenant. Should Owner elect to send Tenant written notice under subparagraph (1) of this Article 56B, and thereafter, within one (1) year of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion giving of such repair notice, act nevertheless to restore or rebuild the Demised Premises in character, layout, area and restoration equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, then and in such event, Owner agrees to give Tenant a thirty (30) day unilateral option to be exercised by Tenant in the method and manner otherwise set forth in this Lease, to resume occupancy for the remaining balance of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that original lease term under all of the termsother terms and conditions set forth in this Lease. C. Owner shall not be liable for reasonable delay under the foregoing subparagraphs A or B if such delay arises by reason of adjustment of insurance on the part of Owner and/or Tenant or the reasonable delay on account of any cause beyond the control of Owner or contractors employed by Owner, covenants including, but not limited to strikes, labor disputes and provisions shortages of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to material. ▇. ▇▇▇▇▇▇ hereby expressly waives the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion Section 227 of the repair Real Property Law and restoration of any law now in force or hereafter enacted which, in substance, provides for termination of a lease of real property by reason of destruction or untenantability of the Damaged Property in accordance with Premises demised thereunder caused by fire or other casualty and agrees that the provisions of this paragraphArticle 57 shall govern and control in lieu of any such provisions of law. A. Tenant shall not, without Owner's prior written consent, place or install any sign on the exterior of the Demised Premises, or the building of which it is a part, or on the inner or outer faces of the windows or doors of the Demised Premises. The Net Proceeds Tenant shall be held permitted to install and maintain, at its own cost and expense, an exterior sign, provided the same receives the prior approval of Owner as to dimensions, shape, design, size, color, wording, material of composition and location. Tenant agrees that any exterior sign approved by Lender in an interest-bearing account, Owner shall not be installed until all approvals and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed permits are first obtained by Lender to, or as directed by, Borrower Tenant from time to time during the course of the repair governmental agencies having jurisdiction thereover and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) fees payable in connection with the repair such installation, maintenance and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, permits shall be paid by Borrower. Tenant. B. Tenant shall not place in the windows or in any display or other area visible to public view from the outside of the Demised Premises any flashing, blinking or animated sign or one which otherwise has variations in the intensity of illumination without first obtaining Owner's prior written approval. C. Tenant shall not, after having obtained the approval of Owner, change or alter any sign in any respect whatsoever, including but not limited to size, material of composition or location, without first obtaining the prior written approval of Owner, except that Tenant may change the phraseology in a sign previously approved by Owner without additional approval. D. In no the event that Owner shall Lender be obligated deem it necessary to remove any sign of Tenant in order to make disbursements any repairs, alterations or improvements in, to or upon the Demised Premises, or the building of which it is a part, Owner shall have the Net Proceeds in excess right to do so, provided the same be removed and replaced at Owner's expense, promptly upon completion of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,such repair, alteration or improvements.

Damage or Destruction. If a) In case of any Property shall be damaged damage to or destroyeddestruction of the buildings or other improvements on the Leased Premises by fire or other casualty or any cause whatsoever, whether or not same is covered, in whole or in part, by fire insurance, and occurring during the term of this Lease, Tenant will promptly, at its sole cost and expense, restore, repair, replace, rebuild or other property hazard alter the same as nearly as possible to the condition they were in immediately prior to such damage or casualtydestruction (except as otherwise provided in subparagraph 6.c of this Paragraph 6). Such restoration, Borrower repairs, replacements, rebuilding or alterations shall give prompt notice thereof to Lender be commenced promptly and one hundred (100%prosecuted with reasonable diligence. b) percent of the net amount of all All insurance proceeds money received by Lender or Borrower as a result on account of such damage or destruction after deduction of reasonable costs and (excluding money received from business interruption insurance), less the expensescost, if any, in collecting the sameof such recovery, shall be held in trust by a third party mutually agreed upon by Landlord and Tenant, and applied in reduction to the payment of the outstanding Principal Balance cost of the aforesaid restoration, repairs, replacements, rebuilding or alterations (hereinafter referred to as the "work"), including expenditures made for temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alterations to the Leased Premises. At any time after completion in full of the work, any insurance moneys remaining with the third party trustee shall be disbursed to Landlord. If the insurance money in the hands of the third party trustee shall be insufficient to pay the entire cost of such work, then Tenant shall pay the deficiency. c) If at any time prior to the expiration of the initial or any renewal term of this Lease, the buildings on the Leased Premises shall be substantially destroyed by fire or any other cause covered by insurance so as to render them untenantable, and in the opinion of either Landlord or Tenant the repair or rebuilding thereof for Tenant's purposes would not be commercially practicable, then either party shall have the option of terminating this Lease, provided that it shall be a condition of the right of Tenant to exercise such option that it is not in default under the Note pertaining provisions of Paragraph 10 hereof requiring the maintenance by Tenant of fire and extended coverage insurance on the Leased Premises. Such termination shall be effected by notice given no more than thirty (30) days after the date of the occurrence of the destruction or damage specifying a date not more than thirty (30) days after the giving of such notice as the date for such termination, provided however, that this Lease shall not be terminable once repair or rebuilding of the buildings on the Leased Premises has commenced. Upon the date specified in such notice, this Lease and all right, title and interest of the Tenant hereunder shall cease and come to an end, and all charges payable by the Tenant under this Lease shall be apportioned to the Damaged Propertydate of such termination. Notwithstanding anything In the event of such termination, Tenant shall not be required to restore, repair, replace, rebuild or alter said building or buildings, or to pay the contrary set forth abovecost thereof, if a particular Property (a "DAMAGED PROPERTY") but in such case, the proceeds of all insurance against such damage or destruction shall be and remain the property of the Landlord. d) In the event the building and improvements should be damaged by fire or destroyedother casualty to such extent that it is untenantable, in whole or in part, rent shall not ▇▇▇▇▇; however, the rent shall be temporarily and reasonably adjusted on the basis of tenantable area for a reasonable length of time sufficient to permit restoration of the Leased Premises as required herein. Except as provided herein, Tenant's obligation to make payment of the rent and all other charges on the part of Tenant to be paid and to perform all other covenants and agreements on the part of Tenant to be performed shall not be affected by any such destruction or damage of the Leased Premises by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,otherwise.

Damage or Destruction. If Section 11.1. Tenant agrees that in case of damage to or destruction of any Property shall be damaged building or destroyed, in whole improvements on the Premises or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs fixtures and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in partequipment therein, by fire or other casualty, Lender shallit will promptly, in accordance with at its sole cost and expense, repair, restore or rebuild the provisions same and upon the completion of this Section hereinafter set forthsuch repairs, make restoration or rebuilding, the net amount value of all insurance proceeds received by Lender pursuant the buildings and improvements upon the Premises shall be equal to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration value of the Damaged Property, provided that (i) no default shall have occurred buildings and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in improvements thereon immediately prior to the happening of such fire or other casualty. Rent shall not abat▇ ▇▇▇ing the period of such repair, restoration or rebuilding and during any period that the improvements are not tenantable because of such damage or destruction. Section 11.2. Before commencing such repair, restoration or rebuilding, involving an estimated cost of more than $10,000, (a) plans and specifications therefor, prepared by a licensed architect, shall have been submitted to and approved by Landlord; and (b) Tenant shall have furnished to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications. Section 11.3. In the event of loss under any policy or policies of insurance described in Article X hereof and if Tenant is not in default under this Lease, the amount of insurance proceeds so collected by Landlord including those proceeds collected by its mortgagee, if any, after payment of expenses incurred in such collection, if requested by Tenant, shall be disbursed to Tenant in the same manner and following the customs ordinarily employed by a mortgage bank making construction loans to be applied toward the expense of repairing or rebuilding the buildings or improvements which have been damaged or destroyed; provided, however, that it shall first appear to the satisfaction of Landlord and its mortgagee, if any, that the amount of insurance money available, plus any additional funds deposited by Tenant, shall at all times be sufficient to pay for the completion of said repairs or rebuilding. Upon the completion of said repairs or rebuilding, free from all liens of mechanics and others, any surplus funds shall be paid to Tenant. All payouts by the Landlord as hereinabove required, shall be made after making provision for reasonable holdbacks and upon receipt of a certificate of the architect or engineer in charge of the repairs and rebuilding stating: (a) that the sum requested is due to the contractors, materialmen, laborers, engineers, architects, or other persons (whose names and addresses shall be stated) who have furnished services or materials for the repairs and restoration, or is required to reimburse Tenant for expenditures made by Tenant in connection with the repairs and restoration; (b) that the sum requested when added to all sums previously paid out under this Article for the repairs and restoration does not exceed the value of the repairs and restoration done to the date of such certificate; (c) the progress of the repairs and restoration; (d) that the repairs and restoration have been done pursuant to all plans and specifications required by Section 11.2 hereof; and (e) that in the opinion of the architect or engineer, the remaining amount of the sum on deposit will be sufficient upon the completion of the repairs and restoration to pay for the same in full. Tenant shall furnish the Landlord at the time of any such payment with such alterations statements and waivers of lien as may be approved by Lenderrequired under the mechanic's lien law of Michigan and an official search, as soon as reasonably practicableor other evidence satisfactory to the Landlord, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred there has not been filed with respect to the Damaged Property as a result Premises any mechanic's or other lien which has not been discharged of the occurrence record, in respect of any such fire work, labor, services or other casualty will be covered out of the Net Proceeds materials performed, furnished or by Borrower out-of-pocket or with the proceedssupplied, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration restoration, and that all of the Damaged Property said materials have been paid for in full, purchased free and (ii) there exist no notice clear of pendency, stop order, notice of intention any security agreement or title retention agreement. The Landlord shall not be required to file mechanic's or materialman's lien, mechanic's or materialman's pay out any sum when the Premises shall be encumbered with any such lien or other lien agreement, or encumbrance of when the Tenant is in default under any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record covenant or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,obligation set forth herein.

Damage or Destruction. (a) If any Property shall be portion of the Improvements is damaged or destroyeddestroyed by casualty prior to Closing, in whole or in part, by fire or other property hazard or casualty, Borrower Seller shall give Buyer prompt written notice thereof to Lender and one hundred (100%) percent thereof. If any portion of the net amount Improvements is damaged or destroyed by casualty on or before the Due Diligence Date, and Buyer shall not elect to terminate this Agreement pursuant to paragraph 5 hereof, then Buyer shall have no right to terminate this Agreement by reason of all insurance proceeds received such damage or destruction. If any portion of the Improvements is damaged or destroyed by Lender or Borrower as a result casualty after the Due Diligence Date and prior to Closing, and the cost of repair of such damage or destruction is reasonably estimated to exceed $3,000,000.00, then either Seller or Buyer shall have the right, at such party’s option, to terminate this Agreement by giving written notice to the other party on or before the date ten (10) days after deduction the date upon which Seller gives Buyer written notice of reasonable costs and the expenses, if anysuch casualty, in collecting which event the same, ▇▇▇▇▇▇▇ Money shall be applied in reduction refunded to Buyer promptly upon request, all rights and obligations of the outstanding Principal Balance parties under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result shall expire, and this Agreement shall become null and void. In the event of lesser damage or destruction after the Due Diligence Date, neither party shall have the right to terminate this Agreement by reason of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same destruction. (hereinafter referred to as the "NET PROCEEDS"b) available for the repair and restoration If any portion of the Damaged Property, provided that Improvements is damaged or destroyed by casualty prior to Closing and the purchase and sale of the Property contemplated by this Agreement is thereafter actually consummated: (i) no default shall have occurred and the Purchase Price shall be continuing under reduced by the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence total of any such fire or other casualty will be covered out of the Net Proceeds or insurance proceeds actually received by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed Seller on or before the earlier Closing Date with respect to occur of (w) ninety (90) days such casualty and not expended by Seller prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of Closing for the repair and or restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing accountImprovements, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, plus any deductible or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued other amount not reimbursed or covered by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, available insurance proceeds; and (ii) there exist no notice at Closing, Seller shall assign to Buyer all rights of pendency, stop order, notice of intention Seller in and to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender insurance proceeds payable thereafter by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use reason of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,casualty.

Damage or Destruction. A. If any Property the Demised Premises shall be partially damaged by fire or destroyedother casualty, the damaged portions of the Demised Premises (but not Tenant's trade fixtures or personal property) shall be repaired by and at the expense of Owner (unless such fire or casualty resulted, in whole or in part, by fire from any act or other property hazard omission, whether negligent or casualtyotherwise, Borrower of Tenant or his agents, servants, contractors, employees, invitees, or assigns, in which case such repairs shall give prompt notice thereof be at the cost and expense of Tenant), and the rent until such repairs shall be made shall be apportioned according to Lender and one hundred (100%) percent the part of the net Demised Premises which is usable by Tenant. If Tenant shall have paid rent in advance, Owner shall repay to Tenant an amount equal to that portion of all insurance proceeds received by Lender or Borrower as a result rent so paid in advance, payment of such damage or destruction after deduction of reasonable costs and which is abated. B. If the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Demised Premises are totally damaged or destroyed, in whole or in part, are rendered wholly untenantable by fire or other casualty, Lender Owner shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction within sixty (60) days after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with give Tenant written notice of Owner's election whether: 1) To terminate this Lease and thereupon the term of this Lease shall expire by lapse of time upon the third (3rd) day after such alterations as may be approved by Lender, as soon as reasonably practicablenotice is given, and Tenant shall diligently pursue vacate the Demised Premises and surrender the same to satisfactory completionOwner. If Tenant shall not be in default under this Lease, or if any monetary default existing at the time of the giving of such a notice is cured in full within three (iii3) Lender shall be satisfied that any operating deficits which will be incurred with respect days after delivery of said notice, then upon the termination of this Lease under the conditions provided for in the sentence immediately preceding, Tenant's liability for rent accruing subsequent to the Damaged Property fire or casualty shall cease and be apportioned as a result of the occurrence day following such fire or casualty, or 2) To restore or rebuild the Demised Premises in character, layout, area and equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, and it is agreed that in such event, this Lease shall continue in full force and effect, but the rent, the additional rent, and all other payments and obligations of any Tenant shall ▇▇▇▇▇ as of the date of such fire or other casualty will be covered out casualty, until the Demised Premises shall have been fully and completely restored or rebuilt by Owner and possession thereof shall have been delivered to Tenant. Should Owner elect to send Tenant written notice under subparagraph (1) of this Article 56B, and thereafter, within one (1) year of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion giving of such repair notice, act nevertheless to restore or rebuild the Demised Premises in character, layout, area and restoration equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, then and in such event, Owner agrees to give Tenant a thirty (30) day unilateral option to be exercised by Tenant in the method and manner otherwise set forth in this Lease, to resume occupancy for the remaining balance of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that original lease term under all of the termsother terms and conditions set forth in this Lease. C. Owner shall not be liable for reasonable delay under the foregoing subparagraphs A or B if such delay arises by reason of adjustment of insurance on the part of Owner and/or Tenant or the reasonable delay on account of any cause beyond the control of Owner or contractors employed by Owner, covenants including, but not limited to strikes, labor disputes and provisions shortages of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to material. D. Tenant hereby expressly waives the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion Section 227 of the repair Real Property Law and restoration of any law now in force or hereafter enacted which, in substance, provides for termination of a lease of real property by reason of destruction or untenantability of the Damaged Property in accordance with Premises demised thereunder caused by fire or other casualty and agrees that the provisions of this paragraphArticle 57 shall govern and control in lieu of any such provisions of law. A. Tenant shall not, without Owner's prior written consent, place or install any sign on the exterior of the Demised Premises, or the building of which it is a part, or on the inner or outer faces of the windows or doors of the Demised Premises. The Net Proceeds Tenant shall be held permitted to install and maintain, at its own cost and expense, an exterior sign, provided the same receives the prior approval of Owner as to dimensions, shape, design, size, color, wording, material of composition and location. Tenant agrees that any exterior sign approved by Lender in an interest-bearing account, Owner shall not be installed until all approvals and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed permits are first obtained by Lender to, or as directed by, Borrower Tenant from time to time during the course of the repair governmental agencies having jurisdiction thereover and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) fees payable in connection with the repair such installation, maintenance and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, permits shall be paid by Borrower. Tenant. B. Tenant shall not place in the window's or in any display or other area visible to public view from the outside of the Demised Premises any flashing, blinking or animated sign or one which otherwise has variations in the intensity of illumination without first obtaining Owner's prior written approval. C. Tenant shall not, after having obtained the approval of Owner, change or alter any sign in any respect whatsoever, including but not limited to size, material of composition or location, without first obtaining the prior written approval of Owner, except that Tenant may change the phraseology in a sign previously approved by Owner without additional approval. D. In no the event that Owner shall Lender be obligated deem it necessary to remove any sign of Tenant in order to make disbursements any repairs, alterations or improvements in, to or upon the Demised Premises, or the building of which it is a part, Owner shall have the Net Proceeds in excess right to do so, provided the same be removed and replaced at Owner's expense, promptly upon completion of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,such repair, alteration or improvements.

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%a) percent In the event of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under Demised Premises or the Note pertaining Restaurant by fire, explosion, the elements or otherwise during the Term, or previous thereto, or such partial destruction of the Demised Premises or the Restaurant as to render the Damaged Property. Notwithstanding anything to Demised Premises or the contrary set forth aboveRestaurant wholly untenantable or unfit for occupancy, if a particular Property (a "DAMAGED PROPERTY") shall or should the Demised Premises or the Restaurant be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting so badly injured that the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall cannot be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, repaired within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior from the happening of such injury, then, in any such case, at Lessee’s election, the Term hereby created shall cease and become null and void from the date of such damage and destruction, and the Lessee shall immediately surrender the Demised Premises and all Lessee's interest therein to Lessor, and shall pay Rent only to the Maturity Datetime of such surrender, in which event Lessor may reenter and repossess the Demised Premises thus discharged from this Lease. (b) If the Demised Premises or the are rendered untenantable and unfit for occupancy but are repairable within ninety (90) days from the happening of said injury, or (x) if Lessee shall elect not to terminate this Lease pursuant to Paragraph 9(a), above, Lessee may elect to repair the date on which same with reasonable speed, and the business interruption insurance covered by such Borrower Rent shall expirenot accrue after said injury or while repairs are being made, (vi) Lender but shall recommence immediately after said repairs shall be satisfied that all completed. In the event Lessee does not elect to repair the Demised Premises or the pursuant to this Paragraph 9(b), this Lease shall terminate pursuant to Paragraph 9(a) above. (c) Lessee shall immediately notify Lessor in case of the terms, covenants and provisions of this Agreement and the fire or other Loan Documents will continue to be complied with during and subsequent damage to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Demised Premises or the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraphRestaurant . The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender toNo compensation, or as directed byclaim, Borrower from time to time during the course or diminution of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed Rent (except to the extent that they are to as set forth above) will be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's allowed or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated Lessee by reason of inconvenience, annoyance or injury to make disbursements business arising from the necessity of repairing the Net Proceeds in excess of an amount equal to Demised Premises or the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Restaurant.

Damage or Destruction. If 11.1 Anything in Section 6.2 hereof to the contrary notwithstanding, but in all cases subject to the rights of all Leasehold Mortgagees then holding a Leasehold Mortgage, if all or any Property significant part of the Improvements shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to Landlord immediate Notice thereof and Tenant, whether or not such damage or destruction shall have been insured or insurable, and whether or not Insurance Proceeds, if any, are sufficient for the purpose, and whether or not the Leasehold Mortgagee shall permit such Insurance Proceeds to be used for such repairs, alterations, restorations, replacements and rebuilding (collectively, the "Restoration"), with reasonable diligence (subject to Unavoidable Delays), shall repair, alter, restore, replace and rebuild (collectively, "Restore") the same, at least to the extent of the value and as nearly as practicable to the character of the Improvements existing immediately prior to such occurrence, subject to the then existing Requirements of Governmental Authority and Landlord, in no event, shall be called upon to Restore the Improvements as now or hereafter existing or any portion thereof or to pay any of the cost or expenses thereof. Subject to the provisions of Section 11.5 hereof, if Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Improvements or the portion thereof so damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of having so commenced such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the sameRestoration, shall be applied in reduction of fail to complete the outstanding Principal Balance under the Note pertaining same with reasonable diligence (subject to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"Unavoidable Delays) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions terms of this Section hereinafter set forthLease, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of Landlord may complete such damage or destruction Restoration at Tenant's expense after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,thirty

Damage or Destruction. If any Property In the event the Facility shall be damaged or destroyed, destroyed (in whole or in part) at any time during the Term: (i) the Company shall promptly give, by fire or other property hazard or casualtycause to be given, Borrower shall give prompt written notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs to the Issuer and the expensesLender; (ii) any Net Proceeds of insurance resulting from damage to or destruction of the Facility shall be applied by the Company, at the option of the Lender, to the prepayment of all or any portion of Rental Payments and/or to the repair or replacement of the Facility; (iii) so long as there shall be outstanding any indebtedness evidenced by the Loan, the Company shall, if and to the extent required by the Lender, promptly replace, repair, or restore the Facility to such condition, value, and utility to allow the Facility to operate as it was designed to operate prior to such damage or destruction, with such changes, alterations, and modifications (including the substitution and addition of other Property), as may be then approved by the Lender. In the event such Net Proceeds of insurance, or the portion thereof, if any, are insufficient to pay in collecting full the samecosts of such replacement, repair, rebuilding or restoration, the Company shall be obligated to complete such replacement, repair, or restoration, paying from its own monies that portion of the costs thereof in excess of such Net Proceeds of insurance. All such replacements, repairs, or restoration of the Facility made pursuant to this Section, whether or not requiring the expenditure of monies of the Company, shall be applied in reduction automatically become a part of the outstanding Principal Balance under Facility the Note pertaining same as if specifically described herein. (a) If the Loan, including the interest payable thereon, and all sums payable pursuant to Section 5.2(b) hereof, have been fully paid, or provision therefor has been made, all such Net Proceeds of insurance shall be paid as provided in the Equipment Lease or if no provision with respect thereto is made, such Net Proceeds shall be paid to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property Company. (a "DAMAGED PROPERTY"b) The Company shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all entitled to any insurance proceeds received by Lender pursuant or portion thereof made for damage to or destruction of any Property which, at the provisions of this Agreement as a result time of such damage or destruction after deduction of its reasonable costs and expensesdestruction, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, is not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Project.

Damage or Destruction. If any Property shall be damaged 24.1 In the event of a partial destruction of (a) the Premises or destroyed(b) Common Areas of the Building or the Project ((a) and (b) together, in whole or in part, the “Affected Areas”) by fire or other property hazard perils covered by extended coverage insurance not exceeding twenty-five percent (25%) of the full insurable value thereof, and provided that (x) the damage thereto is such that the Affected Areas may be repaired, reconstructed or restored within a period of six (6) months from the date of the happening of such casualty, Borrower (y) Landlord shall receive insurance proceeds sufficient to cover the cost of such repairs (except for any deductible amount provided by Landlord’s policy, which deductible amount, if paid by Landlord, shall constitute an Operating Expense) and (z) such casualty was not intentionally caused by Tenant or its employees, agents or contractors, then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration of the Affected Areas and this Lease shall continue in full force and effect. 24.2 In the event of any damage to or destruction of the Building or the Project other than as described in Section 24.1, Landlord may elect to repair, reconstruct and restore the Building or the Project, as applicable, in which case this Lease shall continue in full force and effect. If Landlord elects not to repair the Building or the Project, as applicable, then this Lease shall terminate as of the date of such damage or destruction. 24.3 Landlord shall give prompt written notice to Tenant within sixty (60) days following the date of damage or destruction of its election either to repair or not to repair, reconstruct or restore the Building or the Project, as applicable; provided, however, that (a) if Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above, and (b) the repair of such damage to the Premises cannot, in the reasonable opinion of Landlord, be completed within nine (9) months after the date of the damage, then Tenant may elect to terminate this Lease by delivering written notice thereof to Lender and one hundred Landlord within fifteen (100%15) percent days after being notified by Landlord of the net estimated length of time to repair the damage and destruction, which termination shall be effective as of the date of such termination notice thereof to Landlord. 24.4 Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord, except with regard to (a) items occurring prior to the damage or destruction and (b) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 24.5 In the event of repair, reconstruction and restoration as provided in this Article, all Rent to be paid by Tenant under this Lease shall be abated proportionately based on the extent to which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or restoration, unless Landlord provides Tenant with other space during the period of repair that, in Tenant’s reasonable opinion, is suitable for the temporary conduct of Tenant’s business; provided, however, that the amount of all such abatement shall be reduced by the proceeds of business interruption or loss of rental income insurance proceeds actually received by Lender Tenant with respect to the Premises. 24.6 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or Borrower as a result prevented from completing the repair, reconstruction or restoration of the damage or destruction to the Premises after the occurrence of such damage or destruction after deduction by Force Majeure, then the time for Landlord to commence or complete repairs shall be extended on a day-for-day basis. 24.7 If Landlord is obligated to or elects to repair, reconstruct or restore as herein provided, then Landlord shall be obligated to make such repair, reconstruction or restoration only with regard to (a) those portions of reasonable the Premises that were originally provided at Landlord’s expense and (b) the Common Area portion of the Affected Areas. The repair, reconstruction or restoration of improvements not originally provided by Landlord or at Landlord’s expense shall be the obligation of Tenant. In the event Tenant has elected to upgrade certain improvements from the Building Standard, Landlord shall, upon the need for replacement due to an insured loss, provide only the Building Standard, unless Tenant again elects to upgrade such improvements and pay any incremental costs related thereto, except to the extent that excess insurance proceeds, if received, are adequate to provide such upgrades, in addition to providing for basic repair, reconstruction and restoration of the Premises, the Building and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Project. 24.8 Notwithstanding anything to the contrary set forth abovecontained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises if a particular Property the damage resulting from any casualty covered under this Article occurs during the last twenty-four (a "DAMAGED PROPERTY"24) months of the Term or any extension thereof and it is estimated that the repair of such casualty would take more than ninety (90) days, or to the extent that insurance proceeds are not available therefor. In addition, Tenant also shall have the right to terminate this Lease if the damage resulting from any casualty covered under this Article occurs during the last twenty-four (24) months of the Term or any extension thereof and it is estimated that the repair of such casualty would take more than ninety (90) days. 24.9 Landlord’s obligation, should it elect or be obligated to repair or rebuild, shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender limited to the Affected Areas. Tenant shall, at its expense, replace or fully repair all of Tenant’s personal property and any Alterations installed by Tenant existing at the time of such damage or destruction. If Affected Areas are to be repaired in accordance with the provisions foregoing, Landlord shall, subject to the requirements of this Section hereinafter set forthany Lender of Landlord, make the net amount available to Tenant any portion of all insurance proceeds received it receives that are allocable to the Alterations constructed by Lender Tenant pursuant to this Lease; provided Landlord shall not make such proceeds available to Tenant during the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence continuance of any such fire or other casualty will be covered out of the Net Proceeds or default by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of Tenant under this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lease.

Damage or Destruction. If any Property shall be (a) Subject to the further provisions of this ARTICLE 9, if the Improvements are damaged or destroyed, in whole destroyed (whether partially or in part, totally) by fire or other property hazard casualty or casualtycause whatsoever, Borrower Lessor at its sole expense shall give prompt notice thereof promptly thereafter commence and diligently pursue to Lender and one hundred (100%) percent completion, the rebuilding, restoration or repair of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs Building and the expenses, if anyImprovements, in collecting the samea good and workmanlike manner, shall be applied to a state and condition of repair in reduction of the outstanding Principal Balance under the Note pertaining which their value is not substantially less than their value immediately prior to the Damaged Property. Notwithstanding anything damage and destruction, and this Lease shall continue in full force and effect, subject to the contrary set forth above, if a particular Property abatement provision of SECTION 9(b). (a "DAMAGED PROPERTY"b) shall be If the Improvements are destroyed or damaged and are repaired or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender restored pursuant to the provisions of this Agreement as a result ARTICLE 9, the monthly rentals payable hereunder for the period from the date of such destruction or damage to the date the Building is repaired or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and restored shall be continuing abated in proportion to the degree to which the Building is rendered untenantable by Lessee for its intended purposes. (c) If Lessor shall be obligated or shall elect to repair or restore the Building under the Loan Documentsprovision of this ARTICLE 9, but does not commence such repair or restoration within ninety (ii90) Borrower days after such obligation shall commence accrue (except where such delay is not within the reasonable control of Lessor) or complete such repair and or restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred and eighty (180) days following after the completion commencement thereof (except where such delay is not within the reasonable control of Lessor), Lessee may at Lessee's option cancel and terminate this Lease as of the date of the occurrence of such repair damage by giving Lessor written notice of Lessee's election to do so at any time after the expiration of such periods of time and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and work by Lessor. (viid) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender Upon cancellation of this Lease pursuant to the provisions this ARTICLE 9, all rental and other charges due from Lessee shall terminate, Lessor shall refund to Lessee any prepayments of which Borrower rent or other charges, and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds both parties shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions relieved of all further obligations under this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lease.

Damage or Destruction. If any Property shall be (a) Subject to the further provisions of this Article 9, if the Improvements are damaged or destroyed, in whole destroyed (whether partially or in part, totally) by fire or other property hazard casualty or casualtycause whatsoever, Borrower Lessor at its sole expense shall give prompt notice thereof promptly thereafter commence and diligently pursue to Lender and one hundred (100%) percent completion, the rebuilding, restoration or repair of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs Building and the expenses, if anyImprovements, in collecting the samea good and workmanlike manner, shall be applied to a state and condition of repair in reduction of the outstanding Principal Balance under the Note pertaining which their value and utility is not substantially less than their value and utility immediately prior to the Damaged Property. Notwithstanding anything damage and destruction, and this Lease shall continue in full force and effect, subject to the contrary set forth above, if a particular Property abatement provision of Section 9 (a "DAMAGED PROPERTY"b). (b) shall be If the Improvements are destroyed or damaged and are repaired or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender restored pursuant to the provisions of this Agreement as a result Article 9, the monthly rentals payable hereunder for the period from the date of such destruction or damage to the date the Building is repaired or destruction after deduction of its reasonable costs and expenses, if anyrestored shall be abated in proportion to the degree, in collecting the same judgment of Lessee, to which the Building is rendered untenantable or unusable by Lessee for its purposes. (hereinafter referred to as the "NET PROCEEDS"c) available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and If Lessor shall be continuing obligated or shall elect to repair or restore the Building under the Loan Documentsprovision of this Article 9, but does not commence such repair or restoration within ninety (ii90) Borrower days after such obligation shall commence accrue (except where such delay is not within the reasonable control of Lessor) or complete such repair and or restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred and eighty (180) days following after the completion commencement thereof (except where such delay is not within the reasonable control of Lessor), or if Lessee reasonably determines that the Building cannot be repaired or restored within 180 days, Lessee may at Lessee's option cancel and terminate this Lease as of the date of the occurrence of such repair damage by giving ▇▇▇▇▇▇ written notice of ▇▇▇▇▇▇'s election to do so at any time after the expiration of such periods of time and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and work by ▇▇▇▇▇▇. (viid) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender Upon cancellation of this Lease pursuant to the provisions this Article 9, all rental and other charges due from Lessee shall terminate, Lessor shall refund to Lessee any prepayments of which Borrower rent or other charges, and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds both parties shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions relieved of all further obligations under this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lease.

Damage or Destruction. If (a) In the event any Property of the Improvements are damaged by an insured casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time thereafter shall apply insurance proceeds to the repair or restoration of the Improvements so damaged to their condition immediately prior to such casualty, such repair or restoration to be performed in accordance with all provisions of this Lease. (b) In the event any of the Improvements are damaged by an uninsured casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time thereafter shall either (i) repair or restore the Improvements so damaged, such repair or restoration to be performed in accordance with all provisions of this Lease, or (ii) erect other Improvements in such location, provided all provisions of this Lease are complied with, or (iii) demolish the damaged portion of such Improvements, restore any remaining Improvements to an architectural whole, remove all rubbish, and pave or plant grass and otherwise restore the area to a neat, orderly, sanitary and attractive condition. Tenant shall have the option to choose among the aforesaid alternatives, but Tenant shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower obligated to perform one of such alternatives. Tenant shall give prompt notice thereof to Lender and one hundred Landlord within a reasonable time of which alternative it elects. Nothing contained in subsections (100%a) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, (b) shall be applied in construed as permitting the abatement or reduction of Rent, or the outstanding Principal Balance under the Note pertaining to the Damaged Property. termination of this Lease. (c) Notwithstanding anything to the contrary set forth abovecontained in this Lease, if a particular Property (a "DAMAGED PROPERTY"i) shall be damaged there is damage to or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with destruction of the provisions Improvements on the Leased Premises during the last five (5) years of this Section hereinafter set forth, make the net amount Term (including all exercised options) and the cost of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such repairing said damage or destruction after deduction exceeds the cost of its reasonable costs demolishing and expenses, if any, in collecting removing the same (hereinafter referred to as remaining Improvements on the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity DateLeased Premises, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice is damage to or destruction of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever the Improvements on the Damaged Property arising out Leased Premises which (1) arises from a cause which is not required to be insured against under any provision of the repair and restoration of the Damaged Property this Lease, or (2) arises from a cause which have not either been fully bonded to the satisfaction of Lender and discharged of record or is in the alternative fully fact insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and against in compliance with all applicable governmental lawsthe terms of this Lease, rules and regulations (including, without limitation, all applicable Environmental Requirements)but for which the recoverable proceeds of such insurance are less than 90% of the cost to repair said damage or destruction, and all plans (3) the cost to Tenant (which is not covered by insurance proceeds) of repairing said damage or destruction exceeds the cost of demolishing and specifications required in connection with removing the repair and restoration of remaining Improvements on the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Leased

Damage or Destruction. If any Property shall be (a) In the event the Premises are damaged or destroyeddestroyed by fire, earthquake or any other casualty to such an extent as to render the same untenantable in whole or in substantial part, by fire or other property hazard or casualty, Borrower Tenant shall give prompt Landlord immediate notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire casualty. Unless Landlord, within sixty (60) days after receipt of such notice, notifies Tenant of its election to repair or to restore the Premises, this Lease shall terminate at the end of such sixty (60) day period and if Tenant shall not be in default under this Lease, then Tenant's liability for rent shall cease as of the day following the casualty and any rent paid by Tenant in advance and not yet earned as of the date of termination shall be refunded to Tenant. If Landlord elects to repair or restore the Premises, the rent shall be abated during the period from the day following the casualty until completion of the repair or restoration in the same proportion as the untenantable portion of the Premises bears to the former rentable area thereof. (b) In the event the Premises are damaged by fire, earthquake or any other casualty will to such an extent that the Premises shall be covered out rendered untenantable in part (but less than a substantial part), then Landlord shall promptly at its own expense repair and restore the Premises, provided, however, nothing herein shall obligate Landlord to repair or restore the Premises if the casualty occurs within twelve (12) months of the Net Proceeds or by Borrower out-of-pocket or with end of the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender Lease Term. The rent shall be satisfied that, within a reasonable period abated proportionately as to the portion of time, not to exceed one hundred eighty (180) days the Premises rendered untenantable from the day following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free casualty until completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,restoration.

Damage or Destruction. If If, at any Property time after the execution hereof, the Premises shall be destroyed or damaged or destroyed, in whole or in partpart by fire, by fire the elements, or any other property hazard or casualtycause whatsoever, Borrower Tenant shall give prompt written notice thereof to Lender Landlord within ten days after such damage or destruction. Landlord, at its expenses, shall immediately proceed to restore or rebuild the Premises to their condition existing immediately prior to such casualty, and one hundred (100%) percent shall have the right to use, in connection with such rebuilding or restoring, all proceeds of insurance paid by reason of such casualty. Rental payable by Tenant hereunder shall be entirely abated during any time during which the net amount of all insurance proceeds received by Lender or Borrower Premises are completely unusable, and shall be equitably adjusted during any time during which the Premises are partly unusable as a result of such casualty. Tenant shall have the right to extend the Term of this lease (or any extended Term during which such casualty may occur) by a period equal to the period during which the Premises are completely unusable by Tenant by reason of such casualty. Tenant's election to extend the Term shall be made by written notice to the Landlord within thirty days of completion of rebuilding or restoration. The rebuilding or restoration shall be completed within a reasonable time, taking into consideration the extent and nature of the damage or destruction after deduction of reasonable costs and destruction; provided, however, that in the expenses, if any, in collecting event that for any reason the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining Premises have not been restored or rebuilt (to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the their condition the Damaged Property was in existing immediately prior to the casualty) within thirty days after written notice by Tenant to Landlord of such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender then Tenant shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified right at its option to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated terminate this Lease upon written notice to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Landlord.

Damage or Destruction. If 18.1 Except as expressly set forth in this Section 18, and subject to the terms and conditions of the existing Mortgage or any Property subsequent Mortgage as authorized by Section 21, if after the Commencement Date and prior to the end of the Lease Term, the Leased Property, or any improvements or additions to the Facility shall be destroyed or damaged or destroyed, in whole or in part, part by fire or other property hazard hazard, risk, contingency or casualty, Borrower whether or not covered by insurance, or after partial condemnation not resulting in termination of this Lease, the Tenant shall give prompt to the Landlord immediate notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs thereof, and the expensesTenant shall, if anyto the extent that funds for such purpose are available from insurance proceeds, in collecting and funds provided by Landlord, promptly repair, replace and rebuild the same, shall be applied in reduction at least to the extent of the outstanding Principal Balance value, quality, condition and class equal to the buildings and improvements thereon existing immediately prior to such occurrence (as nearly as reasonably possible under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"circumstances) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDSrestoration"), all in accordance with Section 20 hereof If Tenant shall not commence such work within thirty (30) available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of days after the occurrence of any such fire damage, or other casualty will be covered out shall not complete said work within a commercially reasonable time after commencement of such work, Landlord may, upon written notice to Tenant, take responsibility for restoration. Except as hereafter expressly set forth, a partial or total destruction shall not annul or void this Lease except by the mutual written agreement of the Net Proceeds or by Borrower out-of-pocket or with the proceedsparties, if any, of business interruption or rental interruption insurance, (iv) Lender and there shall be satisfied that, within a reasonable period no abatement or reduction of time, not rent. The Tenant warrants to exceed one hundred eighty (180) days following the completion of such repair and restoration of Landlord that the Damaged Property, the gross cash flow and the net cash flow of the Damaged Leased Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on repaired or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property replaced in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, then existing laws and until disbursed in accordance with regulations affecting the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Leased Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all any requirements of any federal, state or local licensing authorities. 18.2 In the event of any damage or destruction as hereinabove referred to, any insurance money received by or paid to the Landlord or the Tenant or the Mortgagee under the Mortgage (to the extent allowable under the Mortgage) upon the Leased Premises by reason thereof shall be applied to such costs of repairing, restoration or rebuilding as herein provided for and required pursuant to Section 20.1 hereof. In the event the Tenant's insurance applicable Environmental Requirementsthereto has a deductible provision, the Tenant be responsible for payment of the deductible as may be required for such repair, restoration or rebuilding. 18.3 The parties acknowledge that the Mortgagee(s) under the Mortgage(s) may have the right pursuant to the Mortgage(s) to apply any insurance proceeds to the reduction of the indebtedness under the note(s) secured by the Mortgage(s). In the event of any damage or destruction to the Facility, and all plans and specifications required in connection with if the repair and restoration Mortgagee(s) or holder(s) of said note (s) uses the proceeds of insurance resulting therefrom to reduce the indebtedness of the Damaged Property shall be subject note(s) or otherwise withholds such proceeds from Tenant, and if Landlord does not, within thirty (30) days after receipt of notice of such destruction and such withholding, offer to review provide funds sufficient to effect necessary repairs, restoration or rebuilding, and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond provide such funds within ten (10) Business Days following a request and submissions of plans and specifications for approvalcommercially reasonable time thereafter, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender then Tenant shall have the use of such plan and specifications and all permitsoption, licenses and approvals required or obtained in connection with the repair and restoration if less than twenty-five percent (25%) of the Damaged Property. The identity Resident Capacity of the contractorsFacility has been rendered unusable, subcontractors and materialmen engaged in to continue to occupy the repair and restoration Leased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or, if insufficient funds are available to Tenant for repair, to terminate this Lease; or if more than twenty-five percent (25%) of the Damaged PropertyResident Capacity of the Facility has been rendered unusable, as well as either to continue to occupy the contracts under which they have been engagedLeased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or to terminate this Lease. In the event that insurance proceeds are paid to the Mortgagee, Tenant shall not be identified required to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds commence repairs prior to receiving notice from Landlord that funds will be made available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred repairs either from time to time for work in place as part of the repair and restoration of the Damaged Property,such proceeds or from Landlord.

Damage or Destruction. (a) If the Improvements, or any Property shall be part thereof, are damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard cause, and Borrower shall desire to restore the Improvements or casualtyshall be required by the Bank to restore the Improvements, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant subject to the provisions of this Agreement Section, immediately proceed with the restoration thereof in accordance with the Plans, and shall diligently complete the work of restoration, provided that Bank makes available to Borrower as a result of restoration progresses any insurance proceeds actually paid to Bank in respect to such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that destruction. If (i) in the Bank's reasonable judgment the insurance proceeds are sufficient to complete the restoration prior to the Maturity Date or such later date as Bank may elect and within the Approved Budget applicable to the Building to be restored; and (ii) no default Default exists under the Loan Documents ("Restoration Conditions"), the Bank shall advance the insurance proceeds to Borrower as restoration progresses in the same manner as the Bank disburses advances of the Loan proceeds hereunder. If any one or more of the Restoration Conditions does not exist, the Bank shall have occurred no obligation to authorize further advances of Construction Funds or Owner's Equity hereunder, and shall may call the Loan immediately due and payable in accordance with the following paragraph; provided, however, if, in the Bank's judgment the insurance proceeds are insufficient to complete the restoration, Borrower may satisfy such condition by depositing with the Bank as additional Owner's Equity such money as in the Bank's reasonable judgment (based 'on bids or estimates of reputable contractors) is sufficient to complete the restoration in accordance with the Plans in a timely manner and fully pay the costs thereof. (b) If in the Bank's reasonable judgment the Improvements cannot be continuing restored in accordance with the Plans and the Approved Budget in a timely manner as described above or, if Borrower does not or cannot deposit as additional Owner's Equity such money or additional money as in the Bank's judgment is required to complete the restoration and fully pay the cost thereof, or if a Default exists under the Loan Documents, (iisuch event shall be deemed an Event of Default hereunder, and the Bank's obligations to authorize further advances of Construction Funds or Owner's Equity hereunder or to make insurance proceeds available for restoration shall immediately terminate. The Bank may in such case apply any insurance proceeds and/or undisbursed Construction Funds and Owner's Equity in the manner set forth in Section 9.2(a) hereof, to reduce the outstanding indebtedness of Borrower shall commence under the repair Loan and restoration may exercise any of the Damaged Propertyother remedies which are described in Section 9.2 hereof or in the Loan Documents. (c) In the case of loss, the Bank is hereby authorized to participate in any settlement or adjustment of claims under insurance policies, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as its interest may be approved by Lender, as soon as reasonably practicableappear, and shall diligently pursue to collect and receipt for any proceeds. In the same event the Bank elects to satisfactory completionapply the proceeds to restoration, (iii) Lender in keeping with the Restoration Conditions, such proceeds shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsmade available, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair time, under substantially similar terms and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall conditions as provided in each instance this Agreement for advances from Construction Funds and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanicOwner's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Equity.

Damage or Destruction. (a) If any Property (x) the Managed Premises or the Hotel shall be damaged or destroyed, in whole or in part, "Substantially Damaged" (as defined below) by fire or other property hazard casualty (a "Substantial Damage Termination") or casualty(y) the Managed Premises or the Hotel shall be damaged (whether or not substantially damaged) by an Unrestorable Casualty (as hereafter defined) then, Borrower in any such case, Owner shall give prompt have the right to terminate this Agreement by delivering written notice thereof to Lender Manager and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) terminate ninety (90) days following the delivery of such notice. For purposes hereof, an "Unrestorable Casualty" shall mean a fire or other casualty in respect of which (1) the "net insurance proceeds" are not fully sufficient to restore the damaged or destroyed portion of the Hotel (including the Managed Premises) so that the Hotel (including the Managed Premises) shall be either substantially the same as it was prior to such casualty or an otherwise architecturally complete and economically viable restaurant of the same class, character and scope or (2) it is not reasonably practicable to restore the Hotel or Managed Premises by reason of applicable zoning law or other Laws or for other reasons beyond Owner's reasonable control. Owner shall exercise its right to terminate this Agreement (I) in the case of a Substantial Damage Termination, not later than ninety (90) days following adjustment of the claim under the Hotel's casualty policy (i.e., payment of the net insurance proceeds to Owner), or (II) in the case of an Unrestorable Casualty, not later than ninety (90) days following Owner's final determination that such casualty constitutes an Unrestorable Casualty. For the purposes hereof, the Managed Premises shall be deemed to have been "Substantially Damaged" if (i) the estimated length of time required to restore the Managed Premises substantially to its condition and character just prior to the Maturity Dateoccurrence of such casualty shall be in excess of ninety (90) days or, if the casualty occurs in the last two calendar years of the Term, in excess of three (3) months, or (xii) if the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all estimated cost of restorations exceeds 10% of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion then current replacement cost of the repair and Managed Premises (if the Managed Premises are destroyed) or Hotel (whether or not the Managed Premises are destroyed), or if the casualty occurs in the last two calendar years of the Term, such estimated cost of restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment Managed Premises or Hotel exceeds 5% of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course then current replacement cost of the repair Managed Premises or Hotel. If this Agreement shall not terminate in the event of damage to the Hotel or the Managed Premises, either because (i) the damage or casualty shall not give rise to a right of Owner to terminate this Agreement or (ii) notwithstanding Owner's right to terminate this Agreement, Owner does not elect to terminate this Agreement within the applicable time periods, then, provided restoration is permitted under the terms of any Secured Loan or Ground Lease and Owner shall have received "net insurance proceeds" sufficient to complete restoration, Owner shall (unless Manager elects to terminate this Agreement as provided below) proceed with all due diligence to commence and complete the restoration of the Damaged Property, upon receipt of evidence satisfactory Managed Premises to Lender (which evidence shall in each instance its condition and character just prior to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event such casualty or otherwise to a standard for a restaurant of Defaultsimilar class, Lender shall character and scope, and if such restoration is not substantially completed within two (2) years following the occurrence of the casualty, then Manager shall, as its sole remedy, have the use right to terminate the Agreement by delivering notice thereof to Owner, in which case this Agreement shall terminate ninety (90) days after the delivery of such plan and specifications and all permits, licenses and approvals required or obtained notice. If at any time Owner notifies Manager in connection writing that it will take more than two (2) years to substantially complete such restoration together with the repair and restoration a revised estimate of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part substantial completion, Manager shall, within 30 days after receipt of such notice, either elect to terminate or elect to stay (provided Owner completes such restoration within the repair and restoration of the Damaged Property,revised estimated time).

Damage or Destruction. If any Property (a) In the event the Equipment shall be damaged or destroyed, destroyed (in whole or in part) at any time during the Term: (i) the Company shall promptly give, by fire or other property hazard or casualtycause to be given, Borrower shall give prompt written notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs to the Issuer and the expensesLender; (ii) any Net Proceeds of insurance resulting from damage to or destruction of the Equipment shall be applied by the Company, at the option of the Lender, to the prepayment of all or any portion of Rental Payments and/or to the repair or replacement of the Equipment; (iii) so long as there shall be outstanding any indebtedness evidenced by the Loan, the Company shall, if and to the extent required by the Lender, promptly replace, repair, or restore the Equipment to such condition, value, and utility to allow the Equipment to operate as it was designed to operate prior to such damage or destruction, with such changes, alterations, and modifications (including the substitution and addition of other Property), as may be then approved by the Lender. In the event such Net Proceeds of insurance, or the portion thereof, if any, are insufficient to pay in collecting full the samecosts of such replacement, repair, rebuilding or restoration, the Company shall be obligated to complete such replacement, repair, or restoration, paying from its own monies that portion of the costs thereof in excess of such Net Proceeds of insurance. All such replacements, repairs, or restoration of the Facility made pursuant to this Section, whether or not requiring the expenditure of monies of the Company, shall be applied in reduction automatically become a part of the outstanding Principal Balance under Facility the Note pertaining same as if specifically described herein. (b) If the Loan, including the interest payable thereon, and all sums payable pursuant to Section 5.2(b) hereof, have been fully paid, or provision therefor has been made, all such Net Proceeds of insurance shall be paid to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property Company. (a "DAMAGED PROPERTY"c) The Company shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all entitled to any insurance proceeds received by Lender pursuant or portion thereof made for damage to or destruction of any Property which, at the provisions of this Agreement as a result time of such damage or destruction after deduction of its reasonable costs and expensesdestruction, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, is not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Project.

Damage or Destruction. (a) If any Property shall be damaged incident of damage to or destroyeddestruction of the Generating Facility, the Nuclear Fuel or any portion thereof should occur, which damage or destruction (i) is in whole excess of $10,000,000, or in part(ii) is of such a nature as to prevent Heat Production by the Nuclear Fuel, by fire or other property hazard or casualty, Borrower shall the Lessee will promptly give prompt notice thereof to Lender the Lessor, generally describing the nature and one hundred extent of such damage or destruction, and unless the Lessee shall have delivered to the Lessor the certificate described in Section 20(a)(i) hereof or shall have exercised its right to obtain a release of such Nuclear Fuel or portion thereof pursuant to Section 10(b) within 90 days after the happening of such incident, the Lessee, at its cost and expense (100%without limiting the Lessee’s right to request payment by the Lessor of such expenses provided in Section 6), will promptly commence and will complete (subject to Unavoidable Delays but in any event within 18 months after the happening of such incident) percent the Restoration of the net amount Generating Facility, the Nuclear Fuel or such portion thereof, as the case may be, whether or not the insurance proceeds, if any, on account of such damage or destruction shall be sufficient for the purpose. Upon completion of the Restoration, the Lessee shall execute and deliver to the Lessor a Fuel Schedule and shall cause the appropriate Manufacturer of the replacement Nuclear Fuel to execute and deliver to the Lessor a ▇▇▇▇ of Sale substantially in the form of Schedule C, unless the Nuclear Fuel Contract provides for the transfer of title to the Lessor without execution and delivery by the relevant Manufacturer of a ▇▇▇▇ of Sale; and the Lessor shall accept such ▇▇▇▇ or Bills of Sale. As to any damaged or destroyed Nuclear Fuel originally included on Schedule A, as amended, and replaced by such Restoration, the Lessor shall deliver to the Lessee a Fuel Schedule and a ▇▇▇▇ of Sale substantially in the form of Schedule E hereto. (b) If no Event of Default shall have occurred and be then continuing, all insurance proceeds received by Lender the Lessor or Borrower as a result any Assignee on account of such any damage to or destruction after deduction of reasonable costs the Nuclear Fuel or any portion thereof (less the actual costs, fees and expenses incurred in the expenses, if any, in collecting collection thereof for which the same, Person incurring the same shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"reimbursed from such proceeds) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant paid to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lessee.

Damage or Destruction. If a Building or Building Equipment, or any Property shall be portion thereof or of an Individual Property, is damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, destroyed by fire or other casualty, Lender shall(a) Tenant shall proceed with reasonable diligence to repair and restore the damage in accordance with the provisions of Articles 11 and 12, or, at Tenant’s election, if a Building is destroyed, to demolish the destroyed Building and design and build a new Building as a Major Alteration in accordance with the provisions of Articles 11 and 12, and in any event after Tenant’s repair, restoration and/or building, the affected Individual Property shall meet the Property Value Requirements; (b) the proceeds of property insurance, whether maintained by Landlord or Tenant, shall be paid to and held by Depository (as described in Section 16.3) provided (i) the Depository agrees to hold and disburse such proceeds in accordance with the provisions of this Section hereinafter set forthLease and (ii) the Depository disburses the same (net of expenses of collection, make the net amount of all insurance proceeds received by Lender pursuant or relating to the provisions adjustment of this Agreement as a result the insurance claim, reasonably incurred by such Depository if it is the Leasehold Mortgagee) subject to the applicable conditions for disbursement set forth in the First Leasehold Mortgage (provided such conditions are consistent with conditions for construction loan advances customarily found in construction loan documents for construction loans made by Institutional Lenders, and are generally consistent with the procedures described in Section 17.2 below) and (c) if the cost of restoring such damage or destruction is reasonably estimated by Tenant to exceed $500,000, then Tenant shall deliver notice of such damage or destruction after deduction to Landlord; the parties agreeing that so long as no Event of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default Default shall have occurred and shall be continuing under the Loan Documentsremain uncured hereunder, (ii) Borrower shall commence the repair and restoration such property insurance proceeds of the Damaged Property$1,000,000 or less relating to a single casualty may, as nearly as possible subject to the condition the Damaged Property was in immediately prior rights of Leasehold Mortgagees, be paid directly to such fire or other casualty, with such alterations as may Tenant and need not be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored paid to a level sufficient to cover all carrying costs Depository and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered applied by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property Tenant in accordance with the provisions of this paragraphSection 17.2 below. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with work required under this Section 17.1 is herein called the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,“Restoration”.

Damage or Destruction. If any Property shall be damaged In the event of a partial destruction of (a) the Premises, (b) the Building, (c) the Common Area or destroyed(d) the Project ((a)-(d) collectively, in whole or in part, the “Affected Areas”) by fire or other property hazard perils covered by extended coverage insurance not exceeding twenty-five percent (25%) of the full insurable value thereof, and provided that the damage thereto is such that the Affected Areas may be repaired, reconstructed or restored within a period of twelve (12) months from the date of the happening of such casualty, Borrower then Landlord shall give prompt notice thereof to Lender commence and one hundred (100%) percent proceed diligently with the work of repair, reconstruction and restoration of the net amount Affected Areas and this Lease shall continue in full force and effect. In the event of all insurance proceeds received any damage to or destruction of the Affected Areas other than as described in Section 23.1, Landlord shall repair, reconstruct and restore the Affected Areas, as applicable, in which case this Lease shall continue in full force and effect. In the event of any damage or destruction (regardless of whether such damage is governed by Lender Section 23.1 or Borrower this Section), if (a) in Landlord’s reasonable determination as a result set forth in the Damage Repair Estimate (as defined below), the Affected Areas cannot be repaired, reconstructed or restored within twelve (12) months after the date of the Damage Repair Estimate, (b) subject to Section 23.6, the Affected Areas are not actually repaired, reconstructed and restored within eighteen (18) months after the date of the Damage Repair Estimate, or (c) the damage and destruction occurs within the last twelve (12) months of the then-current Term, then Tenant shall have the right to terminate this Lease, effective as of the date of such damage or destruction, by delivering to Landlord its written notice of termination (a “Termination Notice”). As soon as reasonably practicable, but in any event within sixty (60) days following the date of damage or destruction, Landlord shall notify Tenant of Landlord’s good faith estimate of the period of time in which the repairs, reconstruction and restoration will be completed (the “Damage Repair Estimate”), which estimate shall be based upon the opinion of a contractor selected by Landlord and experienced in comparable repair, reconstruction and restoration of similar buildings. Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord, except with regard to (a) items occurring prior to the damage or destruction after deduction and (b) provisions of reasonable costs this Lease that, by their express terms, survive the expiration or earlier termination hereof. In the event of repair, reconstruction and restoration as provided in this Article, all Rent to be paid by Tenant under this Lease shall be abated proportionately based on the expensesextent to which ▇▇▇▇▇▇’s use of the Premises is impaired during the period of such repair, if anyreconstruction or restoration, unless Landlord provides Tenant with other space during the period of repair, reconstruction and restoration that, in collecting Tenant’s reasonable opinion, is suitable for the same, shall be applied in reduction temporary conduct of the outstanding Principal Balance under the Note pertaining to the Damaged PropertyTenant’s business. Notwithstanding anything to the contrary set forth abovecontained in this Article, if a particular Property (a "DAMAGED PROPERTY") shall should Landlord be damaged delayed or destroyedprevented from completing the repair, in whole reconstruction or in part, by fire restoration of the damage or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant destruction to the provisions of this Agreement as a result Premises after the occurrence of such damage or destruction after deduction of its reasonable costs and expensesby Force Majeure, if anythen the time for Landlord to commence or complete repairs, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair reconstruction and restoration of shall be extended on a day-for-day basis. Landlord’s obligation, should it elect or be obligated to repair, reconstruct or restore, shall be limited to the Damaged PropertyAffected Areas, provided that (i) no default shall have occurred and shall be continuing under conditioned upon Landlord receiving any permits or authorizations required by Applicable Laws. Tenant shall, at its expense, replace or fully repair all of Tenant’s personal property and any Alterations installed by Tenant existing at the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion time of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on damage or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue destruction. If Affected Areas are to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property repaired, reconstructed or restored in accordance with the provisions foregoing, Landlord shall make available to Tenant any portion of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and insurance proceeds it receives that are allocable to the full extent required Alterations constructed by Lender include receipted bills, invoices, lien waivers Tenant pursuant to this Lease; provided Tenant is not then in default under this Lease and a continuation and date down of title subject to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance requirements of any nature whatsoever on Lender of Landlord. This Article sets forth the Damaged Property arising out of the repair terms and restoration of the Damaged Property conditions upon which have not either been fully bonded to the satisfaction of Lender and discharged of record or this Lease may terminate in the alternative fully insured over to the satisfaction event of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required any damage or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. If (a) If, during the Term or any Property extensions hereof, the Building or the Premises shall be damaged or destroyed, in whole or in part, totally destroyed by fire or any other property hazard or casualty, Borrower shall give prompt notice thereof or partially damaged or destroyed by fire or any other casualty so as to Lender render the Building or the Premises untenantable or unfit for occupancy, or if the building or the Premises are declared unsafe or unfit for occupancy by any authorized public authority for any reason, and one hundred (100%) percent if, in any of the net amount of all insurance proceeds received by Lender or Borrower as a result of foregoing circumstances, it appears that such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, unfitness in accordance with Lessor’s reasonable estimate cannot be fully repaired and restored within 120 (one hundred twenty) days of work (utilizing only normal working hours without overtime or extraordinary expense) after the provisions occurrence of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualtycasualty or such declaration, with such alterations Lessor or Lessee may terminate this Lease, effective as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue of the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result date of the occurrence of such fire or other casualty or such declaration, by giving the other party written notice of such termination within 30 (thirty) days after the occurrence of such fire or other casualty or declaration. In the event of any such fire or other casualty will or such declaration, if by reason of any laws, ordinances or regulations then in effect, the Building or the Premises cannot, without extraordinary cost, be covered out repaired and restored as a building or premises of the Net Proceeds same class as it was prior to such fire or by Borrower out-of-pocket other casualty or with such declaration (without regard to the proceeds, if any, length of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of time necessary for such repair and restoration restoration), or in the event of any such fire or other casualty or such declaration during the last year of the Damaged PropertyTerm, the gross cash flow then and the net cash flow irrespective of the Damaged Property will time within which the Building or the premises can be restored to a level sufficient to cover all carrying costs repaired and operating expenses restored, Lessor may, at any time within 30 (thirty) days after the occurrence of such fire or other casualty or such declaration, terminate this Lease, effective as of the Damaged Propertydate of the occurrence of such fire or other casualty or such declaration, by giving written notice of termination to Lessee. In the event of any termination as herein provided, Lessee shall forthwith surrender the Premises to Lessor. (vb) Lender In the event of any such damage or destruction, and if this Lease is not terminated by Lessor as herein provided, Lessor shall be satisfied that the proceed with reasonable diligence to repair and restoration of restore the Damaged Property will be completed on or before Premises to substantially the earlier to occur of (w) ninety (90) days condition in which the Premises were immediately prior to the Maturity Dateoccurrence of such fire or other casualty or such declaration, with such changes as may be required by or under laws then in effect. (xc) If the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender Premises shall be satisfied that all partially damaged but shall nevertheless be tenantable and fit for occupancy as to a portion thereof, and if this Lease is not terminated by Lessor as herein provided, there shall be no abatement of rent and Lessor agrees to repair or restore the same with reasonable promptness. In the event Lessor terminates this Lease as provided in Section 20(a), Lessee shall pay rent for any portion of time following the effective date of the termstermination that Lessee actually occupied the Premises. (d) During such period as all or part of the Premises are untenantable and unfit for occupancy as a result of any such fire or other casualty or such declaration, covenants and provisions then the rent shall be ratably abated (based on square footage of this Agreement and the area affected) until the Premises shall be repaired or restored. Notwithstanding anything to the contrary herein contained, there shall be no abatement in rent if the cause of such fire or other Loan Documents will continue casualty or such declaration shall have originated in the Premises unless such fire or other casualty or such declaration shall have been caused by or be the result of any negligence of Lessor; nor shall there in any event be any abatement in rent if such fire or other casualty or such declaration, regardless of point of origin, shall have been caused by or be the result of the negfigence or improper conduct of Lessee or Lessee’s authorized representatives. Furthermore, there shall be no abatement in rent for any time required to repair or replace any property of Lessee or to make any alteration, additions or improvements to be complied with during made by or at the expense of Lessee. (e) Except as otherwise provided in this Lease, if the Premises shall be damaged by fire or other casualty, repairs or restoration undertaken by Lessor shall be done by Lessor at Lessor’s expense, except that any repairs or restoration made to Lessee’s alterations shall be performed by Lessor at the expense of Lessee, and subsequent any repair or restoration to property which Lessee is entitled to remove pursuant to Section 11 or which Lessee is required to insure under Section 15 shall be made by Lessee at Lessee’s expense. (f) Notwithstanding anything contained herein to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant contrary, any damage caused to the provisions Premises by the negligence or improper conduct of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds Lessee or Lessee’s authorized representatives shall be held immediately repaired by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time Lessee at no expense to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender Lessor. (which evidence g) Lessee shall in each instance and no event be entitled to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down compensation or damages on account of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property annoyance or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property inconvenience arising out of the repair making of any repairs or restoration or an account of any destruction or casualty or on account of any termination of this Lease under this Section 20. (h) Lessor and restoration Lessee agree that the rights and obligations of the Damaged Property which have not either been fully bonded parties for damage or destruction to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender premises shall be governed by the title company insuring terms of this Lease and Lessee waives any statutory or common law rights other than the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawsrights contained herein, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged rights contained in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Arizona revised Statutes Section 33-343.

Damage or Destruction. If any Property (a) In the event that before or during the Term of this Lease, the Premises or the Shopping Center shall be damaged or destroyed, in whole or in part, by fire or other property hazard casualty which renders the Shopping Center, the Premises or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent any part of the net amount Shopping Center or the Premises untenantable, Landlord within thirty (30) days of all insurance proceeds received by Lender such fire or Borrower as a result casualty or of receipt of written notice from Tenant of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, (whichever shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"last occur) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with have the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant right to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that either (i) no default shall have occurred and shall be continuing under the Loan Documents, serve written notice upon Tenant of Landlord's intent to repair said damage or (ii) Borrower shall commence the repair and restoration if said damage renders so much of either of the Damaged PropertyPremises or of the Shopping ▇▇▇▇▇▇ untenantable that repair would not be feasible as determined in Landlord's sole discretion, or if said damage shall have been occasioned by the act or omission of Tenant, its servants, agents or employees, serve written notice upon Tenant that this Lease is terminated. If Landlord shall so terminate this lease, such termination shall be effective as nearly as possible of the date therefore set forth in Landlord's notice to the condition the Damaged Property was in immediately prior Tenant. If Landlord shall elect to repair such fire or other casualtydamage, with such alterations as may repairs shall be approved by Lender, as soon as reasonably practicablecommenced within thirty (30) days of notice to Tenant of such election, and shall diligently pursue the same to satisfactory completion, (iii) Lender such repairs shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, completed within a reasonable period of time, not to exceed one hundred eighty (180) days following of notice to Tenant of such election. During the period of repair the Rent shall be reduced to an amount which bears the same ratio as the portion of the Premises then available or use bears to the entire Premises. Upon completion of such repair and restoration of the Damaged Propertyrepair, the gross cash flow and the net cash flow of the Damaged Property will Rent shall thereafter be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, paid as if no fire or other casualty had occurred. Additional Rent shall not be abated. (vb) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and The other provisions of this Agreement and Section notwithstanding, Landlord shall have no obligation to replace or repair any property in the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, Shopping Center or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of Premises belonging to Tenant or to anyone claiming through or under Tenant nor shall Landlord have any obligation hereunder to replace or repair any property on the repair and restoration of the Damaged Property Premises which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Landlord shall have the use of such plan and specifications and all permitsright require Tenant to remove from the Premises or any alteration, licenses and approvals required addition or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal improvement made to the costs actually incurred from time to time Premises by, for work in place as part or at the direction of the repair and restoration of the Damaged Property,Tenant.

Damage or Destruction. (a) If any the Initial Building, or the Common Areas of the Property shall be necessary for Tenant's use and occupancy of the Initial Building, are damaged or destroyed, destroyed in whole or in partpart under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year following the date of the occurrence, then Landlord, as to the Common Areas of the Property and the Building Shell, and Tenant, as to the Interior Improvements, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Property to the condition existing immediately prior to the occurrence. In connection with any such reconstruction of the Interior Improvements, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with Landlord's Lender, if any) to promptly make any proceeds of Landlord's property insurance with respect to the Interior Improvements (up to a maximum amount equal to the amounts originally contributed by fire or other property hazard or casualtyLandlord toward the construction of the Interior Improvements) available to Tenant for such reconstruction, Borrower shall give prompt notice thereof subject only to such payment controls as Landlord and its Lender and one hundred (100%) percent insurer, or any of them, may reasonably require in order to ensure the proper application of such proceeds toward the reconstruction of the net amount Interior Improvements pursuant to this Section 17.1. In the event of all insurance proceeds received by Lender damage or Borrower as a result destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant's ability to conduct its business in the Initial Building, then either party may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after deduction the date of reasonable costs the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant's ability to conduct its business in the Initial Building, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant's Operating Cost Share of Operating Expenses, based upon the extent to which Tenant's ability to conduct its business in the Initial Building is impaired, and Landlord and Tenant respectively shall restore the Building Shell and the expensesInterior Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence, then either Landlord or Tenant, at its election, may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1. (b) The respective obligations of Landlord and Tenant pursuant to Section 17.1(a) are subject to the following limitations: (i) If the occurrence results from a peril which is required to be insured pursuant to Section 14.1(c) and (d) above, the obligations of either party shall not exceed the amount of insurance proceeds received from insurers by reason of such occurrence, plus the amount of the party's permitted deductible (provided that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of Section 14.1(c) or (d), as applicable), and, if anysuch proceeds are insufficient, either party may terminate the Lease unless the other party promptly elects and agrees, in collecting writing, to contribute the sameamount of the shortfall; and (ii) If the occurrence results from a peril which is not required to be insured pursuant to Section 14.1(c) and (d) above, Landlord shall be applied in reduction required to repair and restore the Building Shell and Common Areas to the extent necessary for Tenant's continued use and occupancy of the outstanding Principal Balance under Initial Building, and Tenant shall be required to repair and restore the Note pertaining Interior Improvements to the Damaged Property. Notwithstanding anything extent necessary for Tenant's continued use and occupancy of the Initial Building, provided that each party's obligation to repair and restore shall not -------- exceed an amount equal to five percent (5%) of the replacement cost of the Building Shell and Common Area improvements, as to Landlord, or five percent (5%) of the replacement cost of the Interior Improvements, as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated pursuant to the contrary set forth aboveforegoing provisions of this Section 17.1 following an occurrence which is a peril required to be insured against pursuant to Section 14.1(c) and (d), if a particular Property Landlord and Tenant agree (a "DAMAGED PROPERTY") and any Lender shall be damaged or destroyedasked to agree) that there shall be paid from such insurance proceeds (i) to Landlord, in whole or in partthe proceeds of Landlord's property insurance on the Building Shell, by fire or other casualty(ii) to Landlord, Lender shalla portion of the aggregate proceeds of Landlord's and Tenant's property insurance on the Interior Improvements equal to a fraction, the numerator of which is the insurable value, immediately prior to the occurrence, of the Interior Improvements that would have belonged to Landlord upon termination of this Lease in accordance with the provisions of this Section hereinafter set forth11.2 and the denominator of which is the total insurable value, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualtythe occurrence, with such alterations as may be approved by Lender, as soon as reasonably practicableof all of the Interior Improvements, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as Tenant, a result portion of the occurrence aggregate proceeds of any such fire or other casualty will be covered out of Landlord's and Tenant's property insurance on the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within Interior Improvements equal to a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Propertyfraction, the gross cash flow and numerator of which is the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Propertyinsurable value, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days immediately prior to the Maturity Dateoccurrence, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions Interior Improvements that would have belonged to Tenant upon termination of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property Lease in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender Section 11.2 and the denominator of which is the total insurable value, immediately prior to the occurrence, of all of the Interior Improvements. (d) From and after the date of an occurrence resulting in an interest-bearing accountdamage to or destruction of the Initial Building or of the Common Areas necessary for Tenant's use and occupancy of the Initial Building, and continuing until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration thereof are completed, there shall be an equitable abatement of minimum rental and of Tenant's Operating Cost Share of Operating Expenses based upon the Damaged Property, upon receipt of evidence satisfactory degree to Lender (which evidence shall in each instance and Tenant's ability to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or conduct its business in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Initial -33- Building is impaired.

Damage or Destruction. (a) If any Property shall be the Premises or Building are damaged or destroyeddestroyed by casualty, or if the Building is damaged such that Tenant is deprived of reasonable access to the Premises, then Landlord shall diligently restore the same (or cause the same to be restored), provided (i) the estimated cost of restoration does not exceed 25% of the full replacement cost of the Building and (ii) such restoration can be made, in whole Landlord’s reasonable judgment, within 365 days after the date of the casualty. In no event shall Landlord’s restoration obligation exceed the amount of insurance proceeds made available to Landlord therefor (after taking into account the requirements of any Mortgage, any deductible and any uninsured loss), and Landlord shall have no obligation to commence such restoration until it receives such proceeds; provided, Landlord agrees to diligently pursue its insurance claim. Landlord’s obligation to restore the Building and the Premises (or cause the same to be restored) is limited to restoring them to the condition that they were in partat the time of delivery of the Premises to Tenant. Landlord shall make a determination in its reasonable judgment as to whether the foregoing conditions have been, by fire or other property hazard or casualtycan be, Borrower met, and shall give prompt notice thereof of such determination, including the estimated time to Lender complete the restoration and one hundred (100%the estimated cost of restoration) percent to Tenant, within 60 days after the date of the net amount of all insurance proceeds received by Lender or Borrower casualty. (b) This Lease may be terminated as a result of such damage or destruction in the following circumstances: (i) If Landlord reasonably determines that the conditions specified in subsection 11(a) (i) and (ii) have not been met and/or cannot likely be met, then this Lease shall automatically terminate as of the date of the casualty unless Landlord commits in its notice of such determination to nonetheless proceed with such restoration notwithstanding that such conditions have not been and/or cannot likely met; provided, if the time period to complete is longer than 365 days after deduction the date of reasonable costs the casualty, Tenant may, within 30 days after such notice from Landlord, elect to terminate this Lease. (ii) If the restoration is not substantially completed within 365 days (or, provided Tenant does not otherwise elect to terminate this Lease pursuant to the terms above, within the time period for completion set forth in Landlord’s notice to Tenant under Section 11.1 (a)) after the date of the casualty (which 365-day period may be extended for such periods of time as Landlord is prevented from proceeding with or completing such restoration due to Force Majeure), Tenant shall have the right to terminate this Lease by giving thirty (30) days written notice thereof to Landlord after the expiration of such period (as so extended). If Tenant gives such notice and the expensesrestoration is not substantially completed within such 30-day period, then, at Tenant’s option, this Lease will terminate on the date which is 30 days after the expiration of such 30-day period. (iii) If the casualty occurs within the last 24 months of the Lease Term (disregarding any unexercised extensions), then either party shall have the right to terminate this Lease by giving notice to the other party within 30 days after the date of such casualty. If either party gives such notice, then this Lease will terminate on the date which is 30 days after such notice is given; provided, if anyTenant thereafter exercises an Extension Option, in collecting Landlord shall not be permitted to terminate this Lease pursuant to this subsection 11. 1(b)(iii). (c) If this Lease is not terminated, Landlord shall promptly commence and diligently prosecute such restoration and shall complete the same, shall be applied in reduction of same by the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary date set forth above, in such notice subject to extension if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, Landlord is prevented from completing such restoration due to Force Majeure in accordance with all Requirements and in accordance with Section 11.1(a) above and in such event, the provisions Rent shall ▇▇▇▇▇ proportionately for the period during which, by reason of this Section hereinafter set forthsuch casualty, make there is interference with Tenant’s use of the net amount Premises and Tenant does not use the Premises, having regard for the extent to which Tenant actually discontinues Tenant’s use of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration any undamaged portion of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior Premises due to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and damage. Such abatement shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed cease on or before the earlier to occur of (wi) ninety (90) days prior the 180th day after notice from Landlord that Landlord has restored the Premises to the Maturity Date, or condition required under subsection (xa) above and when the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all other portions of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property Building have been paid for in full, restored to such condition that Tenant is reasonably able to use the Premises and (ii) there exist no notice proportionately with reference to the portions of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever the Premises so repaired and restored on the Damaged Property arising out respective date(s) Tenant actually resumes operations in such repaired and restored portion(s) of the repair Premises. Tenant, at its expense, shall restore Tenant’s Alterations in accordance with Section 9.2 and restoration Tenant’s other property in the Premises promptly after receipt of notice that Landlord has restored the Damaged Property which have not either been fully bonded Premises to the satisfaction of Lender condition required under subsection (a) above, or sooner, if Landlord’s restoration permits such work to be done earlier. (d) Notwithstanding subsections (b) and discharged of record (c) above, Tenant shall have no right to terminate this Lease or obtain an abatement in Rent if the casualty was caused in whole or in the alternative fully insured over to the satisfaction of Lender material part by the title company insuring the lien act or omission of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required Tenant or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,any Tenant Party.

Damage or Destruction. If any Property shall be (a) In the event the Building and/or the Premises is damaged or destroyed, in whole or in part, by fire or other property hazard or casualtyperils covered by Landlord's extended coverage insurance, Borrower shall give prompt notice thereof to Lender and one hundred Landlord shall: (100%1) percent In the event of the net amount total destruction, at Landlord's option within a period of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expensesninety (90) days thereafter, if anycommence repair, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair reconstruction and restoration of said Building and/or Premises and prosecute the Damaged Propertysame diligently to completion in which event this Lease shall remain in full force and effect; or within said ninety (90)-day period elect not to so repair, provided that reconstruct or restore, said Building and/or Premises, in which event this Lease shall terminate. In either event, Landlord shall give Tenant written notice of its intention within said ninety (i) no default shall have occurred and 90)-day period. In the event Landlord elects not to restore said Building and/or Premises, this Lease shall be continuing under deemed to have terminated as of the Loan Documentsdate of such total destruction. (2) In the event of a partial destruction of the Building and/or the Premises, to an extent not exceeding twenty-five percent (ii25%) Borrower of the full insurable value thereof and if the damage thereto is such that the Building and/or the Premises may be repaired, reconstructed or restored within a period of ninety (90) days from the date of the happening of such casualty and Landlord will receive insurance proceeds sufficient to cover the cost of such repairs, Landlord shall commence and proceed diligently with the repair work of repair, reconstruction and restoration and the Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration is such as to require a period longer than ninety (90) days or exceeds twenty-five percent (25%) of the Damaged Propertyfull insurable value thereof, as nearly as possible or if said insurance proceeds will not be sufficient to cover the condition cost of such repairs, Landlord either may elect to so repair, reconstruct or restore and the Damaged Property was Lease shall continue in immediately prior full force and effect or Landlord may elect not to repair, reconstruct or restore and the Lease shall in such fire or other casualtyevent terminate. Under any of the conditions of this Subparagraph 23(a)(2), with such alterations as may be approved by LenderLandlord shall give written notice to Tenant of its intention within said ninety (90)-day period. In the event Landlord elects not to restore said Building and/or Premises, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender this Lease shall be satisfied that any operating deficits which will be incurred with respect deemed to the Damaged Property have terminated as a result of the occurrence date of any such fire or other casualty will be covered out of partial destruction. In the Net Proceeds or by Borrower out-of-pocket or with event Landlord elects to restore said Building and/or Premises, Landlord shall endeavor to complete the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, work within a reasonable period of time, not to exceed one hundred eighty (180) days following after the completion commencement thereof. (b) Upon any termination of this Lease under any of the provisions of this Paragraph 23, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have theretofore accrued and are then unpaid and/or for insurance and indemnity obligations pertaining to events occurring prior to lease termination. (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the rental provided to be paid under this Lease shall be abated proportionately with the degree of objective interference with the reasonable use of the Premises, during the period of such repair and restoration repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damages for loss in the use of the Damaged Property, the gross cash flow and the net cash flow whole or any part of the Damaged Property will Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. (d) Tenant shall not be restored released from any of its obligations under this Lease except to a level sufficient the extent and upon the conditions expressly stated in this Paragraph 23. Notwithstanding anything to cover all carrying costs the contrary contained in this Paragraph 23, should Landlord be delayed or prevented from repairing or restoring the damaged Premises within one (1) year after the occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, Landlord shall be relieved of its obligation to make such repairs or restoration and operating expenses this lease shall be deemed terminated as of the Damaged Propertyend of said one (1) year period. (e) In the event the Premises or the Building are damaged by a risk not covered by Landlord's insurance, then Landlord shall have the option either to (v1) Lender shall repair or restore such damage, this Lease continuing in full force and effect, but the rent to be satisfied that the repair and restoration of the Damaged Property will be completed on proportionately abated as hereinabove provided, or before the earlier (2) give notice to occur of (w) Tenant at any time within ninety (90) days prior to after such damage terminating this Lease. In the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all event of the termsgiving of such notice of termination, covenants this Lease shall expire and provisions all interest of this Agreement Tenant in the Premises shall terminate and the other Loan Documents will continue to be complied with during and subsequent to rent, reduced by any proportionate reduction based upon the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultantextent, if any. All costs , to which said damage interfered WITH the use and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration occupancy of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the ConsultantTenant, shall be paid by Borrowerto the date of such termination. In no the event Landlord elects to restore said Building and/or Allowance Work, Landlord shall Lender endeavor to complete the work within one hundred eighty (180) days after the commencement thereof. Landlord agrees to refund the Tenant any rent theretofore paid in advance for any period of time subsequent to such date. (f) It is hereby understood that if Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make disbursements repairs or restoration only of those portions of the Net Proceeds in excess of an amount equal Building and the Premises which were insured by Landlord pursuant to paragraph 22(d). (g) Notwithstanding anything to the costs actually incurred contrary contained in this Paragraph 23, Landlord shall not ha▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇soever to repair, reconstruct or restore the Premises when the damage resulting from time to time for work in place as part any casualty covered under this Paragraph 23 occurs during the last twelve (12) months of the repair term of this Lease or any extension hereof. (h) Landlord and restoration Tenant each hereby waive the provisions of California Civil Code Sections 1932(2) and 1933(4), and any other applicable existing or future law, ordinance or regulation with respect to damage or destruction of leased premises or with respect to the Damaged Property,termination of a lease AGREEMENT in the event of such damage or destruction.

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,, as certified by the Consultant, minus the Casualty Retainage. The term "CASUALTY RETAINAGE" as used in this paragraph shall mean an amount equal to 10% of the costs actually incurred for work in place as part of the repair and restoration of the Damaged Property, as certified by the Consultant. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary therein above set forth in this paragraph, be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the making of the repair and restoration of the Damaged Property. Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every thirty (30) days. The Casualty Retainage shall not be released until the Consultant certifies to Lender that the repair and restoration of the Damaged Property have been completed in accordance with the provisions of this paragraph, and Lender receives evidence satisfactory to Lender that the costs of the repair and restoration of the Damaged Property have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the repair and restoration of the Damaged Property as of the date upon which the Consultant certifies to Lender that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of such contractor's, subcontractor's or materialman's contract, and such contractor, subcontractor or materialman delivers such lien waivers and evidence of payment in full of all sums due to such contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company insuring the lien of the Mortgage encumbering the Damaged Property. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to such contractor, subcontractor or materialman. Notwithstanding anything to the contrary contained in this paragraph, if the Net Proceeds shall be less than $250,000 and if the costs of completing the repair and restoration of the Damaged Property shall be less than $250,000, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that no default shall have occurred and shall be continuing under the Loan Documents, and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the repair and restoration of the Damaged Property. If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Lender, be sufficient to pay in full the balance of the costs which will be incurred in connection with the completion of the repair and restoration of the Damaged Property, Borrower shall deposit the deficiency (hereinafter referred to as the "NET PROCEEDS DEFICIENCY") with Lender before any further disbursement of the Net Proceeds shall be made, which Net Proceeds Deficiency deposit shall be held by Lender in an interest-bearing account, shall be disbursed together with interest earned thereon, for costs actually incurred in connection with the repair and restoration of the Damaged Property on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this paragraph shall constitute additional security for the payment of the Debt. Upon the occurrence of an Event of Default, Lender shall have the right to apply the undisbursed balance of any Net Proceeds Deficiency deposit, together with interest thereon, to the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender shall deem to be appropriate in its discretion. The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposit, together with interest thereon, after the Consultant certifies to Lender that the repair and restoration of the Damaged Property have been completed in accordance with the provisions of this paragraph, and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the repair and restoration have been paid in full, shall be applied to the reduction of the outstanding Principal Balance of the Note with respect to such Damaged Property (based on the Allocated Loan Amount, with any excess being applied to the Principal Balance). All costs of the repair and restoration of the Damaged Property in excess of the Net Proceeds shall be paid for by Borrower. All insurance proceeds received by Lender and not required to be disbursed for the repair and restoration of the Damaged Property pursuant to the provisions of this paragraph herein above set forth may be retained and applied by Lender toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its discretion shall deem proper or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall designate, in its discretion. If Lender shall receive and retain insurance proceeds, the lien of the Mortgage with respect to such Damaged Property shall be reduced only by the amount thereof received and retained by Lender and actually applied by Lender in reduction of the Debt.

Damage or Destruction. (a) If the Existing Plant or any Property part of it shall be damaged or destroyed, in whole or in part, destroyed by fire or other property hazard otherwise, Operator shall promptly notify Owner, and, at its sole cost and expense, and whether or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of not the net amount of all insurance proceeds received by Lender are sufficient, restore, repair, replace, or Borrower as a result rebuild the Existing Plant (individually and collectively "restore" or "the restoration"), provided, however, that if the insurance proceeds are insufficient for the restoration, Operator's obligation to restore with funds other than insurance proceeds shall be subject to Owner's obligation of such damage or destruction after deduction of reasonable costs and the expensesindemnity to Operator, if any, in collecting and to the sameextent required, under the Agreements or any of them, whether or not hereafter expressly so stated. The restoration shall be applied at least equal in reduction quality and class to the original, and shall be performed pursuant to plans and specifications approved by Owner acting reasonably and in accordance with all other provisions of this Agreement. The restoration shall be commenced within ninety (90) days from the date of the outstanding Principal Balance under damage or destruction, provided, however, that Owner shall grant such extensions of time for the Note pertaining adjustment of insurance and the preparation of the plans and specifications as reasonably may be required. The architect or engineer in charge of the restoration shall be selected by Owner, with the approval of Operator, which approval shall not be unreasonably withheld. Operator shall diligently complete the restoration. (b) The insurance proceeds payable because of damage to or destruction of the Damaged Property. Notwithstanding anything to Existing Plant ("the contrary set forth above, if a particular Property (a "DAMAGED PROPERTYinsurance proceeds") shall be damaged or destroyedpaid to Owner, except as otherwise provided in Section 15.05(a)(i). The insurance proceeds, net of the costs of adjustment and collection ("the net insurance proceeds"), shall be disbursed in accordance with the following subparagraphs. (c) The net insurance proceeds shall be disbursed to Operator for the restoration, in whole or installments equal to ninety per cent (90%) of the work completed and materials furnished in partthe restoration, upon the written request of Operator accompanied by the following: (i) evidence, by fire an official search of a licensed title insurance company doing business in Syracuse, New York, approved by Owner, that no lien has been filed against the Existing Plant; and (ii) a certificate signed and verified by Operator and the architect or engineer in charge of the restoration, stating that: A. the amount requested is justly due to contractors, subcontractors, materialmen, engineers, architects or other casualtypersons who have rendered services or furnished materials for the restoration, Lender shalla description of the services and materials and the amounts due each person, and that no part of the amount requested has been included in any other request by Operator; B. except for the amount requested, after due inquiry, no other amounts are due on the date of the certificate for labor, wages, materials, supplies or services in connection with the restoration; C. the cost of labor and materials required to complete the restoration will not exceed the net insurance proceeds remaining after payment of the amount requested; and D. the restoration is in substantial compliance with the plans and specifications approved by Owner and has been performed in accordance with all the provisions of this Agreement. (d) Upon completion of the restoration, there shall be paid to Operator, from, and only to the extent of, the net insurance proceeds, an amount equal to 100% of the costs of work completed and materials furnished in the restoration less the amounts previously disbursed to Operator, provided Operator shall have complied with all the requirements and provisions of this Article and shall have obtained an unconditional permanent certificate of occupancy, if required, from the appropriate governmental authority. (e) Upon receipt of evidence satisfactory to Owner that the restoration has been completed in accordance with the provisions of this Section hereinafter set forthAgreement and its cost paid in full and that there are no liens upon the Existing Plant, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expensesremaining, if any, in collecting the same (hereinafter referred shall be paid to as the "NET PROCEEDS") available for the repair and restoration of the Damaged PropertyOperator, provided that Operator is not in default under this Agreement. (if) no default If this Agreement shall be terminated for any reason, Owner shall be entitled to all insurance proceeds, and Operator shall have occurred and shall be continuing under the Loan Documentsno interest in, nor any right, title, or claim to them. (iig) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible No destruction or damage to the condition Existing Plant or any part of it shall relieve Operator from its obligation to pay the Damaged Property was in immediately prior user charge or from any of its other obligations under this Agreement, subject, however, to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same Owner's obligation of indemnity to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsOperator, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted billsrequired, invoices, lien waivers and a continuation and date down under the Agreements or any of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,them.

Damage or Destruction. If Section 7.01. If, at any Property time during the term of this Lease, the Building or the Premises, or any part thereof, shall be damaged or destroyed, in whole or in part, destroyed by fire or other property hazard casualty of any kind or casualtynature, Borrower shall give prompt notice thereof to Lender and one hundred ordinary or extraordinary, foreseen or unforeseen (100%) percent of collectively, a “Casualty”), then whether or not the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction shall have resulted from the fault or neglect of reasonable costs and the expensesTenant, if anyor its employees, in collecting the sameagents or witness, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining then Landlord, without regard to the Damaged Property. Notwithstanding anything to the contrary set forth aboveavailability of proceeds for repairs and restoration, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, at its sole cost and expense, proceed to repair or restore the Premises, as provided in accordance with the provisions of this Section hereinafter set forth7.02; provided, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenseshowever, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under if the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior Casualty causes damage or destruction to such fire a degree that (1) the estimated time to complete the necessary repairs or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed restoration is one hundred eighty (180) days following or more or (2) 20% or more “of the completion Parking Areas shall have been damaged or destroyed and substitute parking spaces within a reasonable distance from the Premises are not available, then Tenant shall have the right, within sixty (60) days after the occurrence of such repair and restoration of the Damaged PropertyCasualty, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient cancel this Lease by written notice to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity DateLandlord, or (xii) if the date on which Casualty causes damage or destruction to such a degree that the business interruption insurance covered estimated time to complete the necessary repairs or restoration is two hundred seventy (270) days or more, then Landlord shall have the right, within sixty (60) days after the occurrence of such Casualty, to cancel this Lease by such Borrower shall expire, written notice to Tenant (vi) Lender shall be satisfied that all a Casualty of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty degree described in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that either clause (i) all materials installed or clause (ii) above, a “Substantial Casualty”). Upon Tenant’s election to terminate this Lease following a Substantial Casualty described in (i) above or Landlord’s election to terminate this Lease following a Substantial Casualty described in (ii) above, the estate hereby granted shall automatically be terminated as of the date of the Substantial Casualty and work Tenant shall vacate and labor performed (except surrender the Premises to Landlord as soon as possible thereafter; provided, however, that Tenant shall pay to Landlord as and for the Fixed Rent hereunder, for the period between the date of the Substantial Casualty and the date Tenant shall vacate and surrender the Premises to Landlord, an amount equal to the extent that they are Fixed Rent which would otherwise be due hereunder for such period multiplied by a fraction, the numerator of which is the number of usable rentable square feet in the Premises immediately after the Substantial Casualty and the denominator of which is the total number of rentable square feet in the Premises immediately before the Substantial Casualty. If neither Landlord nor Tenant shall elect to be paid for out of cancel this Lease pursuant to his Section, Landlord shall, at its sole cost and expense (i) proceed to repair or restore the requested disbursement) Building and the Premises, as the case may be, as provided in connection with the repair and restoration of the Damaged Property have been paid for in fullSection 7.02 hereof, and (ii) there exist no notice in the case of pendency, stop order, notice of intention to file mechanic's damage or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out destruction of the Parking Areas, provide to Tenant, during the period of repair and restoration or restoration, substitute parking spaces within a reasonable distance from the Building. In the event that the parties hereto cannot agree as to whether or not a Substantial Casualty has occurred, either party may submit such issue to arbitration pursuant to Article 12 hereof. Section 7.02. (a) If Landlord shall be required to repair or restore the Building and/or the Premises pursuant to Section 7.01, Landlord shall: (i) as promptly as possible after the occurrence of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawsCasualty, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of submit plans and specifications for approval, such the necessary repairs or restoration for approval by Tenant (which approval shall not be unreasonably withheld or delayed); and (ii) following approval of Landlord’s plans and specification shall be deemed approved by Lender. Upon specifications, make the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required repairs or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,restoration.

Damage or Destruction. (a) If the Improvements on the Property, or any Property shall be part thereof, are damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard cause, and Borrower shall desire to restore the Improvements or casualtyshall be required by Lender to restore the Improvements, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant subject to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expensesSection, if any, in collecting immediately proceed with the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicablethereof, and shall diligently pursue complete the same work of restoration, provided that Lender makes available to satisfactory completionBorrower as restoration progresses any insurance proceeds actually paid to Lender in respect to such damage or destruction. If (i) in Lender’s reasonable judgment the insurance proceeds are sufficient to complete the restoration; and (ii) no Default exists under the Loan Documents (“Restoration Conditions”), (iii) Lender shall be satisfied that advance the insurance proceeds to Borrower as restoration progresses. If any operating deficits which will be incurred with respect to the Damaged Property as a result one or more of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsRestoration Conditions does not exist, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not have no obligation to exceed one hundred eighty (180) days following authorize further Advances on the completion of such repair Loan and restoration of may call the Damaged Property, the gross cash flow Loan immediately due and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property payable in accordance with the provisions following paragraph; provided, however, if, in Lender’s reasonable judgment, the insurance proceeds are insufficient to complete the restoration, Borrower may, but is not required to, satisfy such condition by depositing with Lender such money as in Lender’s reasonable judgment is sufficient to complete the restoration in a timely manner and fully pay the costs thereof. (b) If in Lender’s reasonable judgment the Improvements cannot be restored in a timely manner as described above or, if Borrower does not or cannot deposit such money or additional money as in Lender’s reasonable judgment is required to complete the restoration and fully pay the cost thereof, or if a Default exists under the Loan Documents following the expiration of this paragraph. The Net Proceeds all applicable cure periods, such event shall be held by Lender in deemed an interest-bearing accountEvent of Default hereunder, and until disbursed Lender’s obligations to authorize further Advances on the Loan or to make insurance proceeds available for restoration shall immediately terminate. Lender may in accordance such case apply any insurance proceeds to reduce the outstanding indebtedness of Borrower under the Loan, and may exercise any of the other remedies which are described in Section 9.2 hereof or in the Loan Documents. (c) In the case of loss, Lender is hereby authorized to participate in any settlement or adjustment of claims under insurance policies, as its interest may appear, and to collect and receipt for any proceeds. In the event Lender elects to apply the proceeds to restoration, in keeping with the provisions of this paragraphRestoration Conditions, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, such proceeds shall be disbursed by Lender tomade available, or as directed by, Borrower from time to time during the course of the repair time, under substantially similar terms and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall conditions as provided in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this Agreement.

Damage or Destruction. If any Property the Premises or the Building shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions damage (exclusive of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant any improvements or other changes made to the provisions Premises and paid for by Lessee), may, at the option of this Agreement Lessor, be repaired by and at the expense of Lessor to as near condition which existed immediately prior to such damage or destruction as reasonably possible; provided, however, that if as a result of damage by fire or other casualty more than fifty percent (50%) of the net rental area of the Building is rendered untenantable, then and in such damage event either Lessor or destruction after deduction of its reasonable costs Lessee shall have the right and expensesoption (exercised, if anyat all, in collecting by giving written notice to the other party within thirty (30) days of such destruction or casualty) to terminate this Lease as of the date of such casualty. Subject to the foregoing, the Lessor shall commence such repair within sixty (60) days after such casualty and shall complete the same (hereinafter referred within a reasonable time thereafter, subject to as acts of God, strikes and other occurrence not within the "NET PROCEEDS") available for control of Lessor. In the event Lessor fails to commence such repair or restoration within such period or shall fail to prosecute such repair and restoration in a timely manner, then Lessee shall have the right and option (exercised, if at all, by giving written notice within fifteen (15) days of such failure) to terminate this Lease. In the event this Lease is terminated for any of the Damaged Propertyreasons aforesaid, provided that (i) no default shall have occurred and any rents or other payments shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration prorated as of the Damaged Property, as nearly as possible effective date of such termination and proportionately refunded to the condition Lessee or paid to Lessor as the Damaged Property was case may be. During any period in immediately prior to such time, which the Premises or any portion thereof is rendered untenantable by fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and the rent shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect ▇▇▇▇▇ proportionately to the Damaged Property as a result of area rendered untenantable for the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this condition exists.

Damage or Destruction. If any Property shall be 7.1 In the event the improvements on the Premises are damaged or destroyed, partially or totally, from any cause whatsoever, whether or not such damage or destruction is covered by insurance required to be maintained under Article 6, the Tenant shall repair, restore, and rebuild the Premises to their condition existing upon the date of commencement of this Lease, excluding any additions or alterations which were made and paid for by the Tenant, and this Lease shall continue in whole full force and effect. Such repair, restoration, and rebuilding (all of which are herein called the "repair") shall be commenced within a reasonable time after such damage or in part, destruction shall be diligently prosecuted to completion. There shall be no abatement of Rent or any other obligation of Tenant hereunder by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result reason of such damage or destruction after deduction destruction. The proceeds of any insurance maintained under Article 6 shall be made available to Tenant for payment of the cost and expense of the repair, provided, however, that such proceeds may be made available to Tenant subject to reasonable conditions including, but not limited to, architect's certification of costs and the expenses, if any, in collecting the same, shall be applied in reduction retention of the outstanding Principal Balance under the Note pertaining to the Damaged Propertya percentage of such proceeds pending final notice of completion. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyedherein, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance event that such proceeds received by Lender pursuant are not made available to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, Tenant within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior after such damage or destruction, Tenant shall have the option for thirty (30) days, commencing on the expiration of such ninety (90) day period of canceling this Lease. In the event that the insurance proceeds are insufficient to cover the Maturity Datecost of the repair, or (x) then any amount in excess thereof required to complete the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender repair shall be satisfied paid by Tenant. Provided, however, that all Tenant shall not be required to pay for any insufficiency in insurance proceeds which is the direct result of complying with any provision of any mortgage on the terms, covenants and provisions of this Agreement and Premises which requires the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are insurance proceeds to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender mortgagee and discharged of record or results in the alternative fully insured over mortgagee electing to apply insurance proceeds to the satisfaction of Lender by mortgage debt rather than to be used for repairs. Notwithstanding anything contained herein to the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawscontrary, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property this Article 7 shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions terms of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications any and all permits, licenses and approvals required or obtained in connection with mortgages on the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Premises.

Damage or Destruction. If (a) In the event of damage to or destruction of any Property portion of the Amended Project resulting from fire or other casualty during the Term, the net proceeds of any insurance relating to such damage or destruction shall be paid into an escrow account and used in accordance with an escrow agreement reasonably satisfactory to the City and Developer and with this Second Amended and Restated Agreement ("Casualty Escrow"). (b) If, at any time during the Term, the Amended Project or any part thereof shall be damaged or destroyeddestroyed by a casualty (the "Damaged Facilities"), in whole or in partDeveloper, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender at its sole cost and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the sameexpense, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, Facilities as nearly as possible to the their condition the Damaged Property was in immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. Funds in the Casualty Escrow shall not be used for any purpose other than repair, restoration, and/or replacement of the Damaged Facilities until such fire repair, restoration, and/or replacement required by this Section 11.07 is complete. (c) If at any time during the Term, title to the whole or other casualtysubstantially all of the STAR Bond District, with the TDD District and the CID District shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Second Amended and Restated Agreement as of the date of such alterations taking. For purposes of this Section 11.07(c), "substantially all of the STAR Bond District, the TDD District and the CID District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of such property, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Second Amended and Restated Agreement. (d) In the event of condemnation of anything less than the whole or substantially all of the STAR Bond District, the TDD District and the CID District during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as may be approved by Lenderpromptly as possible to repair, restore and replace the remaining part of the STAR Bond District, the TDD District and/or the CID District as soon nearly as reasonably practicablepossible, to its former condition, and shall diligently pursue be entitled to draw upon the same Casualty Escrow for payment of said costs. (e) Nothing in this Section 11.07 will require the Developer to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result expend funds in excess of the occurrence of any such fire or other casualty will be covered out of Casualty Escrow for the Net Proceeds or by Borrower out-of-pocket or with the proceedsrepair, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration and/or replacement of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Facilities.