Common use of Use of Insurance Proceeds Clause in Contracts

Use of Insurance Proceeds. In connection with the repair or restoration of the Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 shall be paid to the Mortgagor for application of as much as may be necessary for such repair and restoration. Any such Net Proceeds, if in excess of $50,000, shall be paid to and held by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) of the Basic Indenture, for application of as much as may be necessary for the payment of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of such repair or restoration shall be paid to the Mortgagee for deposit into the Prepayment Account for application as provided in the Basic Indenture. If, in lieu of repair or restoration, the Series 1989D Agreement is to be terminated, an amount equal to any Net Proceeds received by the Mortgagee prior to the prepayment effecting such termination shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indenture.

Use of Insurance Proceeds. In connection with the repair 8.1. Tenant must notify Landlord immediately if all or restoration any part of the Series 1989D Project Facilities pursuant Premises is destroyed or damaged in whole or in part by fire or other casualty. 8.2. If any damage or destruction to the Premises (including any damage or destruction caused by any casualty of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, or for which insurance was not obtained or obtainable) occurs at any time during the Term, Tenant, at its sole cost and expense, and whether or not the damage is insured or insurable, and whether or not insurance proceeds, if any, are sufficient for such purpose, must, with reasonable diligence, repair, alter, restore, replace and rebuild (collectively, “Restore” and such act, “Restoration”) the Premises and the Tenant’s Property, to its condition and as nearly practicable to the character immediately prior to the occurrence of the damage or destruction. 8.3. Except as otherwise provided in Section 5.1 hereof7, Net Proceeds of Required Property Insurance Coverage this Lease is not terminated, forfeited or affected in excess of $50,000 any manner, and there shall be paid to the Mortgagor for application of as much as may be necessary for such repair and restoration. Any such Net Proceeds, if in excess of $50,000, shall be paid to and held by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) no reduction or abatement of the Basic IndentureRental payable under this Lease, for application by reason of as much as may be necessary for damage to or total, substantial or partial destruction of all or any part of the Building or Premises due to any reason or cause whatsoever. Tenant, notwithstanding any present or future law or statute, waives any and all rights to quit or surrender the Premises or any part thereof, and Tenant’s satisfaction of its obligations under this Lease, including the payment of Rental, must continue as though the costs Building and Premises had not been damaged or destroyed, without abatement, suspension, diminution or reduction of repair or restoration, either on completion thereof or as any kind. It is the work progresses, as directed by intention of Landlord and Tenant that the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of such repair or restoration shall be paid foregoing is an “express agreement to the Mortgagee for deposit into the Prepayment Account for application contrary” as provided in Section 227 of the Basic IndentureReal Property Law of the State of New York. 8.4. IfNotwithstanding the foregoing, if the Premises are destroyed or rendered unusable, Tenant may cancel the remaining term of this Lease, and upon termination, this Lease will come to an end, with all Rent be apportioned as of the date of the destruction or damage, provided that at the time the Premises are destroyed or rendered unusable, Tenant has paid all of the Rental due, has maintained insurance as required by this Lease and is not otherwise in lieu default under the terms of repair or restoration, the Series 1989D Agreement is to be terminated, an amount equal to any Net Proceeds received by the Mortgagee prior to the prepayment effecting such termination shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indenturethis Lease.

Use of Insurance Proceeds. In connection with the repair or restoration of the Series 1989D Project Facilities pursuant to Section 5.1 7.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 500,000 (increased on each January 1 by ten percent for each ten percent increase in the Consumer Price Index Increase not theretofore the subject of such increase) shall be paid to the Mortgagor Lessee for application of as much as may be necessary for such repair and restoration. Any If such Net Proceeds, if Proceeds are in excess of $50,000, 500,000 (increased on each January 1 by ten percent for each ten percent increase in the Consumer Price Index Increase not theretofore the subject of such an increase) the Net Proceeds shall be paid to and held by the Mortgagee Lessor or its designee, as described in the Awards Account In the Project Fund established by second paragraph of Section 5.04(b) of the Basic Indenture6.3 hereof, in a separate insurance loss account, for application of as much as may be necessary of the Net Proceeds for the payment of the costs of repair repair, rebuilding or restoration, either on completion thereof or as the work progresses, progresses as directed by the Mortgagor. The Mortgagee may, prior to making payment from Lessee or otherwise provided in the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunderProject Bond Indenture. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee Lessor or its designee remaining after payment of all costs of such repair repair, rebuilding or restoration shall be paid to the Mortgagee for deposit into the Prepayment Account for application shall, except as otherwise provided in the Basic Project Bond Indenture, be made available to Lessee for alterations, additions or improvements to the Project thereafter during the Lease Term. If, in lieu of repair or and restoration, the Series 1989D Agreement is to be terminatedLessee has certified that it will prepay all remaining Rental Payments by paying the Discounted Rent and terminate this Lease in accordance with Article IX hereof, an amount equal to any Net Proceeds received by the Mortgagee Lessor or its designee prior to such prepayment shall be credited against the prepayment effecting such termination shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited Discounted Rent payable by the Mortgagee in the Prepayment Account Lessee pursuant to this Lease, and used as provided in the Basic Indentureafter such prepayment, no further Rental Payments shall be due hereunder.

Use of Insurance Proceeds. In connection with 10.6.1 Unless otherwise specified in this Section 10.6, all proceeds of insurance required to be maintained by the repair or restoration Restricted Parties under the terms of the Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 this Agreement shall be paid to the Mortgagor for application Trustee. 10.6.2 Proceeds of as much as may be necessary for such repair and restoration. Any such Net Proceeds, if in excess of $50,000, shall be paid to and held by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) of the Basic Indenture, for application of as much as may be necessary for the payment of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of such repair or restoration liability insurance shall be paid to the Mortgagee person to whom the affected Restricted Party is liable. Proceeds of insurance covering loss of or damage to property in an amount of less than $25,000,000 per claim may be paid by the insurer directly to the affected Restricted Party unless, if an Event of Default or Pending Event of Default has occurred and is continuing, the Agent requires that payment be made to the Trustee. Proceeds paid to the Restricted Parties shall be used in accordance with Section 5.1. 10.6.3 Subject to the rights of any holder of a Permitted Encumbrance that has priority over the Security, proceeds of insurance covering loss of or damage to property in an amount of $25,000,000 per claim or more shall be paid to the Trustee and the Agent shall direct the Trustee to disburse the proceeds to the affected Restricted Party on conditions customary for deposit into construction or equipment financing, to fund the Prepayment Account for application as provided in the Basic Indenture. If, in lieu of repair or restorationreplacement of the property in respect of which the insurance proceeds are payable, or to acquire revenue producing Property within the core business of the Restricted Parties, provided that: (a) no Event of Default (including but not limited to one relating to Material Adverse Change) or Pending Event of Default has occurred and is continuing; (b) the Majority Lenders are satisfied, acting reasonably, that, if repair or replacement is contemplated, the Series 1989D Agreement proceeds of such insurance together with other resources available to the affected Restricted Party (the use of which would not contravene this Agreement) are sufficient to fully repair or replace the property in respect of which the insurance proceeds are payable within the remaining term of the then-outstanding Credits or within 365 days, whichever is less. 10.6.4 The proceeds of business interruption insurance shall be used to repay the Operating Credit, without prejudice to the Borrower's rights to further Advances under that Credit. If the Operating Credit is repaid in full at any time, the proceeds may be terminatedused to carry on the business of the Restricted Parties as long as the Majority Lenders are satisfied, an amount equal to acting reasonably, that adequate provision has been made for payment of the Obligations and any Net Proceeds received other obligations secured by the Mortgagee prior to the prepayment effecting such termination shall Security (together payment of which is permitted in accordance with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indenturethis Agreement).

Use of Insurance Proceeds. In connection (a) If all or any part of any of the Buildings or access thereto shall be destroyed or damaged in whole or in part by fire or other casualty, Tenant shall give to Landlord immediate notice thereof. (b) If any such casualty damage or destruction shall (i) occur at any time during the last two years of the Term or any Renewal Term, (ii) render the Premises or a substantial portion thereof unusable for Tenant's uses hereunder (or the permitted uses of Tenant's assignee or sublessee), and (iii) cost more than $3,000,000.00 to restore, then Landlord or Tenant may in their sole discretion (but subject to any conditions precedent set out elsewhere in this SECTION 8.1), by written notice given to the other within ten (10) days after such damage or destruction, terminate this Lease (except that if, within such 10-day period, Tenant notifies Landlord that it wishes to extend such period from 10 days to any date specified in the notice which is not later than three months after the date of such damage or destruction, and Tenant acknowledges in writing that it will continue to pay all Rental hereunder and be responsible for all other obligations of Tenant hereunder for and during such period, then if no Default has occurred such 10-day period shall be extended to the date requested in such notice for the benefit of both Landlord and Tenant, each of whom may terminate this Lease during that period as provided in this sentence), in which case Landlord may obtain and retain all insurance proceeds payable for or on account of such damage or loss for Landlord's own account and, if Tenant makes the payments to Secured Lenders (if any) required by the last sentence of this paragraph, this Lease shall thereafter be of no further effect; provided, however, that Tenant shall have the right to nullify any Landlord termination by duly and timely exercising any Renewal Option pursuant to ARTICLE 46 (if then available for exercise pursuant to the provisions of said ARTICLE 46). If, as a result of casualty damages or destruction of the Parcel A Building, the Original Lease is duly and properly terminated in accordance with the repair provisions of Section 8.1(b) thereof, then Landlord or restoration Tenant may in their sole discretion terminate this Lease by written notice given by one of them to the other within ten (10) days after notice was first given of the Series 1989D Project Facilities termination of the Original Lease, in which case Tenant shall make the payments to Secured Lenders (if any) required by the last sentence of this paragraph, and after Tenant makes all of such payments this Lease shall be of no further effect. If Tenant terminates this Lease and the insurance proceeds paid to Landlord are insufficient to satisfy all amounts due on outstanding Secured Loans, then Tenant, on behalf of Landlord, shall pay to each Secured Lender such Secured Lender's share of such deficiency so that all of such Secured Loans shall be paid and satisfied in full (and Tenant's payment of such deficiency shall be a condition precedent to the effectiveness of Tenant's termination of this Lease); provided, however, that the aggregate amount Tenant shall be obligated so to pay to all of the Secured Lenders on account of all of the Secured Loans taken together shall be calculated in the same manner, and shall be subject to the same limitation as to the principal indebtedness component thereof, as is applicable to the Shortfall (defined hereinafter). (c) If any such damage or destruction does not result in termination of this Lease in accordance with SECTION 8.1(B), and provided that all monies or proceeds received by Landlord and Secured Lender from insurance provided herein (payable to either, both or jointly) (other than rent insurance) are deposited into a segregated interest-bearing escrow account (which account is not available to satisfy claims of such Secured Lender's general creditors) with Secured Lender and made available for Restoration (defined herein), Tenant, at its sole cost and expense, for the benefit of Landlord, whether or not such damage or destruction shall have been insured or insurable, and whether or not insurance proceeds (if any) shall be sufficient for the purpose, with reasonable diligence (subject to Unavoidable Delays) shall repair, alter, restore, replace and rebuild or allow Landlord (at Tenant's sole cost and expense) to repair, alter, restore, replace and rebuild (collec tively, "RESTORE"; and the work with respect thereto is referred to herein collectively as "RESTORA TION") or cause to be Restored the same, to at least the extent of the value and as nearly as practicable to the character of the Building existing immediately prior to such occurrence (but in all events in compliance with all applicable laws and codes and the CC&Rs) and otherwise in substantial conformity with the Final Plans therefor; and Landlord shall in no event be called upon to Restore any Building or to pay any of the costs or expenses thereof. In the event all monies or proceeds received by Landlord and Secured Lender from insurance provided herein (payable to either, both or jointly) (other than rent insurance) are, through no fault of Tenant, not (within a reasonable time after such receipt thereof) made available for Restoration and are not maintained in an escrow account maintained by Secured Lender, Tenant, at Tenant's option, may terminate this Lease upon at least 15 Business Days' prior written notice to Landlord and Secured Lender, in which event Tenant shall (if such monies are not, within such 15-day period, deposited with the Secured Lender or otherwise made available for Restoration) be relieved of all obligations hereunder (but any such purported termination by Tenant will be ineffective if, within such 15-day period, such monies are deposited with the Secured Lender or otherwise made available for Restoration). If Tenant either (i) fails or neglects to Restore or cause to be Restored with reasonable diligence (subject to Unavoidable Delays) the Buildings or the portions thereof so damaged or destroyed or (ii) having so commenced such Restoration, fails to complete or cause to be completed the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, then Landlord or Secured Lender may complete such Restoration for Tenant's account and at Tenant's sole cost and expense. For purposes of ARTICLES 8 and 9, the "RESTORING PARTY" shall mean Tenant; or, if Tenant allows Landlord, and Landlord (in its sole and absolute discretion) agrees, to be responsible for the Restoration, or if Landlord undertakes to restore in the event Tenant refuses or otherwise fails diligently to restore, Restoring Party shall then mean Landlord. (a) Subject to the provisions of SECTION 8.3, Secured Lender shall release to Restoring Party or to Restoring Party and its contractor(s) from time to time, upon the following terms and conditions, any monies or proceeds received by Landlord or Secured Lender from insurance provided herein (payable to either, both or jointly) (other than rent insurance) or cash or the proceeds of any security deposited with Secured Lender pursuant to Section 5.1 hereofSECTION 8.5 (collectively, Net Proceeds "RESTORATION FUNDS"). Secured Lender shall release to Restoring Party, as hereinafter provided, the Restoration Funds, for the purpose of Required Property Insurance Coverage Restoration to be made by Restoring Party to Restore the Buildings to a value not less than their value prior to such fire or other casualty. Such Restoration shall be done in excess accordance with, and subject to, the provisions of $50,000 ARTICLE 13, including, without limitation, the maintenance of the insurance coverage referred to in SECTION 13.1(d). The Restoration Funds shall be paid to the Mortgagor for application of as much as may be necessary for such repair and restoration. Any such Net Proceeds, if in excess of $50,000, shall be paid to and held by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) of the Basic Indenture, for application of as much as may be necessary or for the payment account of the costs of repair or restoration, either on completion thereof or Restoring Party from time to time in installments as the work Restoration progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys upon application to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated submitted from time to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held time by the Mortgagee remaining after payment of all costs of such repair or restoration shall be paid Restoring Party to the Mortgagee for deposit into the Prepayment Account for application Secured Lender(s) as provided described in the Basic Indenture. If, in lieu of repair or restoration, the Series 1989D Agreement is to be terminated, an amount equal to any Net Proceeds received by the Mortgagee prior to the prepayment effecting such termination shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic IndentureSECTION 8.

Use of Insurance Proceeds. In connection with the repair or restoration of the Series 1989D Project Facilities pursuant to Section 5.1 7.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 500,000 (increased on each January 1 by ten percent for each ten percent increase in the Consumer Price Index Increase not theretofore the subject of such increase) shall be paid to the Mortgagor Lessee for application of as much as may be necessary for such repair and restoration. Any balance of the Net Proceeds remaining after payment of all costs of such repair, rebuilding or restoration shall be retained by the Lessee. If such Net Proceeds, if Proceeds are in excess of $50,000, 500,000 (increased on each January 1 by ten percent for each ten percent increase in the Consumer Price Index Increase not theretofore the subject of such an increase) the Net Proceeds shall be paid to and held by the Mortgagee Lessor or its designee, as described in the Awards Account In the Project Fund established by second paragraph of Section 5.04(b) of the Basic Indenture6.3 hereof, in a separate insurance loss account, for application of as much as may be necessary of the Net Proceeds for the payment of the costs of repair repair, rebuilding or restoration, either on completion thereof or as the work progresses, progresses as directed by the Mortgagor. The Mortgagee may, prior to making payment from Lessee or otherwise provided in the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunderIndenture. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee Lessor or its designee remaining after payment of all costs of such repair repair, rebuilding or restoration shall be paid to the Mortgagee for deposit into the Prepayment Account for application shall, except as otherwise provided in the Basic Indenture, be made available to Lessee in the event that such balance is less than $200,000, and shall be used by the Lessee for alterations, additions or improvements to the Project thereafter during the Lease Term in the event that such balance is $200,000 or more. If, in lieu of repair or and restoration, the Series 1989D Agreement is to be terminatedLessee has certified that it will prepay all remaining Rental Payments by paying the Discounted Rent and terminate this Lease in accordance with Article IX hereof, an amount equal to any Net Proceeds received by the Mortgagee Lessor or its designee prior to such prepayment shall be credited against the prepayment effecting such termination shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited Discounted Rent payable by the Mortgagee in the Prepayment Account Lessee pursuant to this Lease, and used as provided in the Basic Indentureafter such prepayment, no further Rental Payments shall be due hereunder.

Use of Insurance Proceeds. In connection with the repair or restoration event any of the Series 1989D Project Facilities pursuant to Section 5.1 hereofPremises covered by such insurance is destroyed or damaged by fire, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 explosion, windstorm, hail or by any other casualty against which insurance shall be paid to the Mortgagor for application of as much as may be necessary for such repair and restoration. Any such Net Proceedshave been required hereunder, if in excess of $50,000, shall be paid to and held by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b(i) of the Basic Indenture, for application of as much as may be necessary for the payment of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee Lender may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee but shall not be obligated to, make proof of loss if not made promptly by Borrower; (ii) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Lender instead of to Borrower; and (iii) Lender shall have the right to apply the insurance proceeds as follows: (a) first, to reimburse Lender for all costs and expenses, including reasonable attorney’s fees, incurred in connection with the collection of such proceeds; and (b) second, the remainder of said proceeds shall be applied, at the sole discretion of Lender, in payment (without premium or penalty) of the Debt, either in whole or in part, in the order determined by Lender in its sole discretion, or to the repair, restoration or replacement, either partly or entirely, of the Premises so destroyed or damaged, provided that, any insurance proceeds held by Lender to be applied to the repair, restoration or replacement of the Premises shall be so held without payment or allowance of interest thereon and shall be paid out from time to time upon compliance by Borrower with such Account terms, conditions and requirements as may be imposed by Lender; provided, however, if there exists a material (1) in the judgment of Lender, the restoration, repair and replacement of the Premises can be completed prior to the earlier of (x) the Maturity Date or (y) the date by which the Premises must be completely repaired and restored under the terms of the Required Lease, (2) no Event of Default hereunder. Any balance of or Default is then existing, (3) the Net Proceeds (insurance proceeds, together with any investment income therefromfunds made available by Borrower, are sufficient to rebuild and restore the Premises to its condition existing immediately prior to such casualty, (4) held by the Mortgagee remaining after payment amount of all costs the damage or loss is less than $1,000,000, (5) the Required Lease requires that Borrower use the insurance proceeds to repair, restore and rebuild the Premises, and (6) the tenant under the Required Lease does not have the right to terminate the Required Lease on account of such repair casualty (or if such tenant has the right to terminate the Required Lease on account of such casualty, such tenant has waived in writing to Lender such right and has confirmed to Lender that such tenant will continue to occupy the Premises under the remaining term of the Required Lease upon the completion of the repair, restoration and replacement of the Premises), then the proceeds received by Lender shall be paid made available to Borrower for the Mortgagee for deposit into restoration, repair and replacement of the Prepayment Account for application Premises in accordance with the terms and conditions to funding the loan proceeds set forth in this Agreement, as provided such restoration, repair and replacement work is performed by Borrower. In any event the unpaid portion of the Debt shall remain in full force and effect and Borrower shall not be excused in the Basic Indenturepayment thereof. IfIf any act or occurrence of any kind or nature (including any casualty on which insurance was not obtained or obtainable) shall result in damage to or loss or destruction of the Premises, in lieu Borrower shall give immediate written notice thereof to Lender and, unless otherwise so instructed by Lender, shall promptly, at Borrower’s sole cost and expense and regardless of repair or restorationwhether the insurance proceeds, if any, shall be sufficient for the Series 1989D Agreement is purpose, restore, repair, replace and rebuild the Premises as nearly as possible to be terminatedits value, an amount equal to any Net Proceeds received by the Mortgagee condition and character immediately prior to the prepayment effecting such termination shall (together damage, loss or destruction in accordance with any investment income therefrom plans and any further amount required specifications submitted to effect such termination) be deemed to be a prepayment of Financial Payments and deposited approved by the Mortgagee in the Prepayment Account and used as provided in the Basic IndentureLender.

Use of Insurance Proceeds. In connection with (1) Unless otherwise specified in this Section 6.5, all proceeds of insurance required to be maintained by the repair or restoration Obligors under the terms of the Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 this Agreement shall be paid to the Mortgagor for application of as much as may Agent to be necessary for such repair and restoration. Any such Net Proceeds, if in excess of $50,000, shall be paid to and held applied by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) it on account of the Basic Indenture, for application Obligations. (2) Proceeds of as much as may be necessary for the payment of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of such repair or restoration liability insurance shall be paid to the Mortgagee for deposit into Person to whom the Prepayment Account for application as provided affected Obligor is liable. Proceeds of insurance covering loss of or damage to Property in an amount of less than $3,000,000 per claim may be paid by the Basic Indentureinsurer directly to the affected Obligor unless, if a Default has occurred and is continuing, the Agent requires that payment be made to the Agent to be applied by it on account of the Obligations. IfSubject to the rights of any holder of a Permitted Lien that has priority over the Security, in lieu of proceeds paid to an Obligor shall be used to repair or restorationreplace the property for which the insurance proceeds are payable or, if the Obligor determines that is not prudent, shall be paid by the affected Obligor to the Agent to reduce the principal amount of the Obligations. (3) Subject to the rights of any holder of a Permitted Lien that has priority over the Security, proceeds of insurance covering loss of or damage to Property in an amount of $3,000,000 per claim or more shall be paid to the Agent and shall be disbursed by the Agent to the affected Obligor on conditions appropriate to a construction credit, to fund the repair or replacement of the Property for which the insurance proceeds are payable, provided that: (a) no Default (including one relating to Material Adverse Effect) has occurred and is continuing; and (b) the Required Lenders are satisfied, acting reasonably, that the proceeds of the insurance together with other resources available to the affected Obligor (the use of which would not contravene this Agreement) are sufficient to fully repair or replace the property for which the insurance proceeds are payable within the remaining term of the then-outstanding Credits or within 365 days of receipt of the insurance proceeds, whichever is less. (4) The proceeds of business interruption insurance shall be paid to the Agent to be applied by it on account of the Obligations as they fall due from time to time (including as a result of any demand for payment of the Obligations) and, to the extent of any surplus, shall be used to repay the Revolving Credit, but not to reduce the Commitments under under that Credit. If the Revolving Credit is repaid in full at any time, the Series 1989D Agreement is proceeds may be used to be terminatedcarry on the business of the Obligors as long as the Required Lenders are satisfied, an amount equal to any Net Proceeds received acting reasonably, that adequate provision has been made for payment of the Obligations. (5) All insurance proceeds held by the Mortgagee prior Agent shall, unless and until the proceeds are applied to payment of the Obligations or released to the prepayment effecting such termination affected Obligor, be held as part of the Security. The Agent shall (together place all proceeds in an interest-bearing account with any investment income therefrom and any further amount required the interest accruing to effect such termination) be deemed to be a prepayment the benefit of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indentureaffected Obligor.

Use of Insurance Proceeds. (a) In connection the event of damage or destruction resulting in an award of Net Proceeds (as defined in Section 4.4 hereof) in excess of $5,000,000, Tenant shall not be required to repair or restore the Project if, while any Bonds remain Outstanding, the award is made during the last year of the term of this Lease, or if no Bonds remain Outstanding, during the last year of the Primary Term or any Option Period, unless the Tenant has previously exercised an option to extend for the next ensuing Option Period (if any then be). If the Tenant has exercised its option to extend for the next ensuing Option Period, Tenant shall be obligated to repair and restore the portion of the Project remaining after the event of damage or destruction as provided above. In the event that Tenant has not exercised its option to extend and is not, therefore, obligated to repair or restore the Project as provided above, the Landlord shall be required to promptly repair and restore the Project in accordance with Section 7.1(a) of the Loan Agreement. If, while the Bonds remain Outstanding or the Indenture has not been released, such repair or restoration by Landlord is not commenced and prosecuted promptly, Tenant agrees to promptly repair and restore the Project [in which event, Landlord will indemnify Tenant for any and all costs and expenses incurred by Tenant with respect thereto, Tenant expressly acknowledging that no right of offset with respect to payment of Basic Rent to Trustee or the payment of other amounts (except Company Payments) hereunder shall arise in such event]. If the building is structurally sound and the remaining portions accessible, Tenant shall have the option to remain in the unrestored building on the Property until the end of the Series 1989D Primary Term of this Lease, or the then current Option Period, as the case may be, at which time the Tenant's rights of continued occupancy shall cease and terminate for all purposes. (b) If the Project Facilities pursuant shall be less than totally damaged or destroyed at any time that any Bonds remain Outstanding, the Loan Agreement has not been terminated or the Indenture has not been released, if the loss is covered by hazard insurance, subject to the provisions of Section 5.1 hereof3.2(a), Net Proceeds of Required Property Insurance Coverage not insurance resulting from any claim in an amount less than $500,000 shall be paid to Tenant and shall be used promptly to repair and restore the Project. If such Net Proceeds are in excess of $50,000 500,000, such amounts shall be paid made payable to and deposited with the Mortgagor for application Trustee and disbursed in accordance with the provisions of as much as may be necessary for such repair and restorationSection 7.1(a) of the Loan Agreement. Any such Net Proceeds, if If the partial loss is in excess of $50,000500,000 and is not an insured loss, or if insurance proceeds required to be deposited with the Trustee are insufficient to cover costs of repair and reconstruction, subject to Section 3.2(a), Tenant shall be paid deposit sums sufficient to cover repair and held by reconstruction costs with the Mortgagee Trustee who shall disburse in the Awards Account In the Project Fund established by accordance with Section 5.04(b7.1(a) of the Basic IndentureLoan Agreement. If all Bonds have been redeemed, the Loan Agreement terminated and the Indenture released, all Net Proceeds shall be made payable to Tenant for application use in repair and restoration of the Project. In either a case of an insured or uninsured loss, subject to the provisions of this Section 3.2(a), Tenant shall promptly replace, repair, rebuild or restore the Project to substantially the same condition, value and utility as much an operating entity as existed prior to such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be necessary desired by Tenant and submitted to the Trustee for approval, if required in accordance with Section 3.3 hereof, and as will not impair the payment overall operating utility, use, value or service capacity or the character of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the MortgagorProject. The Mortgagee may, prior Tenant shall be entitled to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make retain any payment from such Account if there exists a material Event of Default hereunder. Any balance of the such Net Proceeds (together with any investment income therefrom) held by the Mortgagee of insurance remaining after payment of all costs of such repair or restoration restoration. (i) If the Project shall be paid totally destroyed at any time, whether or not any Bonds remain Outstanding, or the Loan Agreement terminated or the Indenture released, and if there has been no default hereunder, Tenant shall have a period of forty-five (45) days from the date of destruction to decide whether or not to reconstruct the Mortgagee for deposit into the Prepayment Account for application as provided in the Basic IndentureProject, or to terminate this Lease. If, while any Bonds remain Outstanding, Tenant elects by written notice to Landlord and Trustee to terminate the Lease, Landlord shall direct the Trustee to effect a redemption of the Bonds in lieu whole under Section 3.1(a) of the Indenture with the Net Proceeds of insurance. If there is any deficiency in Net Proceeds necessary to redeem the Bonds, Tenant shall pay such amounts; if there are any excess Net Proceeds following redemption, Tenant shall be entitled to such amounts. If Tenant elects to repair or reconstruct the Project, Net Proceeds of insurance shall be deposited with the Trustee and disbursed in accordance with the provisions of Section 7.1(b) of the Loan Agreement. If the loss is not an insured loss, or if insurance proceeds are insufficient to cover the costs of repair and reconstruction, Tenant shall deposit sums sufficient to cover repair and reconstruction costs with the Trustee who shall disburse in accordance with Section 7.1(b) of 25 the Loan Agreement. Following reconstruction of the Project in accordance with Section 7.1(b) of the Loan Agreement, Tenant shall be entitled to receive any unexpended Net Proceeds of insurance. (ii) If at any time following an election by Tenant to repair or restorationreconstruct the Project under this Section, an Event of Default shall occur hereunder and be continuing, the Series 1989D Agreement is Trustee must obtain the written consent of sixty-six and two-thirds percent (66 2/3%) of Bondholders for Tenant to be terminated, an amount equal to any Net Proceeds received obtain funds from the insurance loss trust account held by the Mortgagee prior Trustee pursuant to the prepayment effecting Indenture, which consent shall not be unreasonably withheld or delayed. While obtaining such termination shall consent, the Trustee may cease to honor requisitions for disbursements for repair and reconstruction and may proceed to accelerate the Bonds under the Indenture. (together with iii) Landlord agrees to join in any investment income therefrom and any further amount required direction necessary to effect such terminationthe exercise by Tenant of the options set forth in subsection (i). (iv) be deemed For the purposes of this section (c), "totally destroyed" shall mean damage or destruction to be a prepayment the extent of Financial Payments and deposited by fifty percent (50%) or more of the Mortgagee usable floor space in the Prepayment Account and used as provided building on the Project or which has the effect of reducing Tenant's distribution capacity in the Basic Indenturebuilding on the Project to fifty percent (50%) or less of full, pre-casualty capacity.

Use of Insurance Proceeds. In connection with the repair event of damage or restoration destruction resulting in an award of the Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not (as defined in Section 4.4 hereof) in excess of $50,000 5,000,000, Tenant shall not be required to repair or restore the Project if, while any Bonds remain Outstanding, the award is made during the last year of the term of this Lease, or if no Bonds remain Outstanding, during the last year of the Primary Term or any Option Period, unless the Tenant has previously exercised an option to extend for the next ensuing Option Period (if any then be). If the Tenant has exercised its option to extend for the next ensuing Option Period, Tenant shall be paid obligated to the Mortgagor for application of as much as may be necessary for such repair and restorationrestore the portion of the Project remaining after the event of damage or destruction as provided above. Any such Net ProceedsIn the event that Tenant has not exercised its option to extend and is not, if in excess of $50,000therefore, obligated to repair or restore the Project as provided above, the Landlord shall be paid required to promptly repair and held by the Mortgagee in the Awards Account In restore the Project Fund established by in accordance with Section 5.04(b7.1(a) of the Basic IndentureLoan Agreement. If, for application of as much as may be necessary for while the payment of Bonds remain Outstanding or the costs of repair or restorationIndenture has not been released, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of such repair or restoration 2accesby Landlord is not commenced and prosecuted promptly, Tenant agrees to promptly repair and restore the Project [in which event, Landlord will indemnify Tenant for any and all costs and expenses incurred by Tenant with respect thereto, Tenant expressly acknowledging that no right of offset with respect to payment of Basic Rent to Trustee or the payment of other amounts (except Company Payments) hereunder shall be paid to arise in such event]. If the Mortgagee for deposit into building is structurally sound and the Prepayment Account for application as provided in the Basic Indenture. Ifremaining portions accessible, in lieu of repair or restoration, the Series 1989D Agreement is to be terminated, an amount equal to any Net Proceeds received by the Mortgagee prior to the prepayment effecting such termination Tenant shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indenture.have the

Use of Insurance Proceeds. In connection with (1) Unless otherwise specified in this Section 7.6, all proceeds of insurance required to be maintained by the repair or restoration Obligors under the terms of the Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 this Agreement shall be paid to the Mortgagor for application of as much as may Agent to be necessary for such repair and restoration. Any such Net Proceeds, if in excess of $50,000, shall be paid to and held applied by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) it on account of the Basic Indenture, for application Obligations. (2) Proceeds of as much as may be necessary for the payment of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of such repair or restoration liability insurance shall be paid to the Mortgagee for deposit into Person to whom the Prepayment Account for application as provided affected Obligor is liable. Proceeds of insurance covering loss of or damage to Property in an amount of less than $20,000,000 per claim may be paid by the Basic Indentureinsurer directly to the affected Obligor unless, if a Default has occurred and is continuing, the Agent requires that payment be made to the Agent to be applied by it on account of the Obligations. IfSubject to the rights of any holder of a Permitted Lien that has priority over the Security, in lieu of proceeds paid to the Obligors shall be used to fully repair or restorationreplace the Property in respect of which the insurance proceeds are payable or, if that is not prudent, shall be paid by the Obligors to the Agent to reduce the principal amount of the Obligations. (3) Subject to the rights of any holder of a Permitted Lien that has priority over the Security, proceeds of insurance covering loss of or damage to Property in an amount of $20,000,000 per claim or more shall be paid to the Agent and shall be disbursed by the Agent to the affected Obligor on conditions appropriate to a construction credit, to fund the repair or replacement of the Property in respect of which the insurance proceeds are payable, provided that: (a) no Default (including one relating to Material Adverse Effect) has occurred and is continuing; and (b) the Required Lenders are satisfied, acting reasonably, that the proceeds of such insurance together with other resources available to the affected Obligor (the use of which would not contravene this Agreement) are sufficient to fully repair or replace the Property in respect of which the insurance proceeds are payable within the remaining term of the then-outstanding Credit or within 365 days, whichever is less. (4) If a Default has occurred and is continuing, the Series 1989D Agreement is proceeds of business interruption insurance shall be paid to the Agent to be terminated, an amount equal to applied by it on account of the Obligations and any Net Proceeds received other obligations secured by the Mortgagee prior Security (payment of which is permitted in accordance with this Agreement) as the same fall due from time to time (including as a result of any demand for payment of the Obligations) and, to the prepayment effecting such termination extent of any surplus, shall (together with be used to repay the Credit, without prejudice to the Borrower’s rights to further Advances under the Credit. If no Default has occurred and is continuing or if the Credit is repaid in full at any investment income therefrom time, the proceeds may be used to carry on the business of the Obligors as long as the Required Lenders are satisfied, acting reasonably, that adequate provision has been made for payment of the Obligations and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited other obligations secured by the Mortgagee Security (payment of which is permitted in accordance with this Agreement). (5) All insurance proceeds held by the Prepayment Account Agent shall, unless and used until the proceeds are applied to payment of the Obligations or released to the affected Obligor, be held as provided part of the Security. The Agent shall place all such funds in an interest-bearing account with the Basic Indentureinterest thereon to accrue to the benefit of the affected Obligor.

Use of Insurance Proceeds. In connection If prior to full payment of the Bonds (or provision for payment thereof having been made in accordance with the repair or restoration provisions of the Series 1989D Trust Agreement) and full payment of the State Assistance Amount, the Project Facilities pursuant shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not such extent that the claim for loss resulting from such destruction or damage is in excess of $50,000 100,000, the TDD Bonds Beneficiary shall be paid promptly give written notice thereof to the Mortgagor for application Director, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds of as much as may be necessary insurance policies resulting from claims for such repair and restoration. Any such Net Proceeds, if losses in excess of $50,000100,000 shall, so long as the Bonds shall be outstanding, but subject to the provisions of the Senior Mortgage, be paid to and held by the Mortgagee Trustee in the Awards Account In Collateral Proceeds Account, whereupon, unless the Project Fund established by TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions of Section 5.04(b10.2(a) of this Loan Agreement, (i) the Basic IndentureTDD Bonds Beneficiary shall proceed to repair, for application rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of as much other property) as may be necessary desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of repair such repair, rebuilding or restoration, either on completion thereof or or, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, as directed by including, but not limited to, the Mortgagor. The Mortgagee may, prior to making payment from requirement that the Awards Account, require TDD Bonds Beneficiary obtain the Mortgagor to provide evidence thatwritten approval of the Director and the approval, or deposit with the Mortgagee moneys to be placed in such Account so thatdeemed approval, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds (together with any investment income therefrom) held by Account are not sufficient to pay in full the Mortgagee remaining after payment of all costs of such repair or restoration shall be paid to the Mortgagee for deposit into the Prepayment Account for application as provided in the Basic Indenture. Ifrepair, in lieu of repair rebuilding or restoration, the Series 1989D Agreement is to TDD Bonds Beneficiary nonetheless shall complete the work and pay the costs thereof from its own resources. The TDD Bonds Beneficiary shall not, by reason of the payment of such excess costs, be terminated, an amount equal entitled to any Net Proceeds received by reimbursement from the Mortgagee prior to Director or any diminution in or postponement of the prepayment effecting such termination shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment amounts payable under Section 4.3 of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indenturethis Loan Agreement.

Use of Insurance Proceeds. In connection with 7.6.1 Unless otherwise specified in this Section 7.6, all proceeds of insurance required to be maintained by the repair or restoration Restricted Parties under the terms of the Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 this Agreement shall be paid to the Mortgagor for application Trustee. 7.6.2 Proceeds of as much as may be necessary for such repair and restoration. Any such Net Proceeds, if in excess of $50,000, shall be paid to and held by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) of the Basic Indenture, for application of as much as may be necessary for the payment of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of such repair or restoration liability insurance shall be paid to the Mortgagee person to whom the affected Restricted Party is liable. Proceeds of insurance covering loss of or damage to property in an amount of less than $25,000,000 per claim, or in any amount if no Permitted Senior Secured Indebtedness is outstanding, may be paid by the insurer directly to the affected Restricted Party unless, if an Event of Default or Pending Event of Default has occurred and is continuing, the Agent requires that payment be made to the Trustee. 7.6.3 Subject to the rights of any holder of a Permitted Encumbrance that has priority over the Security, proceeds of insurance covering loss of or damage to property not covered by Section 7.6.2 shall be paid to the Trustee and the Agent shall direct the Trustee to disburse the proceeds to the affected Restricted Party on conditions customary for deposit into construction or equipment financing, to fund the Prepayment Account for application as provided in the Basic Indenture. If, in lieu of repair or restorationreplacement of the property in respect of which the insurance proceeds are payable, or to acquire revenue producing Property within the core business of the Restricted Parties, provided that: (a) no Event of Default (including but not limited to one relating to Material Adverse Change) or Pending Event of Default has occurred and is continuing; (b) the Majority Lenders are satisfied, acting reasonably, that, if repair or replacement is contemplated, the Series 1989D Agreement proceeds of such insurance together with other resources available to the affected Restricted Party (the use of which would not contravene this Agreement) are sufficient to fully repair or replace the property in respect of which the insurance proceeds are payable within the remaining term of the then-outstanding Credits or within 365 days, whichever is less. 7.6.4 The proceeds of business interruption insurance shall be used to repay the Credits, without prejudice to the Borrower's rights to further Advances under the Credits. If the Credits are repaid in full at any time, the proceeds may be terminatedused to carry on the business of the Restricted Parties as long as the Majority Lenders are satisfied, an amount equal to acting reasonably, that adequate provision has been made for payment of the Obligations and any Net Proceeds received other obligations secured by the Mortgagee prior to the prepayment effecting such termination shall Security (together payment of which is permitted in accordance with any investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indenturethis Agreement).

Use of Insurance Proceeds. In connection with the repair If all or restoration any part of the Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of Required Property Insurance Coverage not in excess of $50,000 Building shall be paid destroyed or damaged 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 notice thereof within seventy-two (72) hours after such casualty occurs, except that no notice shall be required if the Mortgagor for application estimated cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”) shall be less than Five Million and 00/100 Dollars ($5,000,000) (as much such amount shall be increased as may be necessary for provided in Section 7.02(a)). Tenant shall, whether or not such repair damage or destruction shall have been insured, and restoration. Any such Net Proceedswhether or not insurance proceeds, if in excess of $50,000any, shall be paid sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and held by rebuild (collectively, “Restore”) the Mortgagee same as nearly as possible using an Approved C/CM, either (x) in accordance with the Awards Account In Design Guidelines (including any portion thereof relating to signage visible from the Project Fund established by Section 5.04(b) exterior of the Basic IndentureBuilding but excluding any other portion thereof relating to the interior of the Building) and to the same primary use and to the same quality, for application height, bulk and setback of as much as may the Building existing immediately prior to such occurrence, based on plans and specifications prepared by Tenant and approved by Landlord in accordance with the provisions of Section 11.02 or (y) subject to Sections 11.02(e) and (f), in accordance with the Construction Documents. Landlord in no event shall be necessary for obligated to Restore the payment Building or any portion thereof or to pay any of the costs or expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Building or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to continue to prosecute the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of repair this Lease, and in either case such failure or restorationneglect continues for sixty (60) days after notice from Landlord or if prior to the completion of any such Restoration by Tenant, either on completion thereof this Lease shall expire or as the work progressesbe terminated for any reason, as directed by the Mortgagor. The Mortgagee Landlord, upon notice to Tenant, may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee but shall not be obligated to make any payment from required to, complete such Account if there exists a material Event of Default hereunderRestoration at Tenant’s expense. Any balance of the Net Proceeds (together with any investment income therefrom) held by the Mortgagee remaining after payment of all costs of Each such repair or restoration Restoration shall be paid to done in accordance with the Mortgagee for deposit into the Prepayment Account for application as provided in the Basic Indentureprovisions of this Lease. If, in lieu of repair In any case where this Lease shall expire or restoration, the Series 1989D Agreement is to be terminated, an amount equal to any Net Proceeds received by the Mortgagee terminated prior to the prepayment effecting such termination completion of Restoration, Tenant shall (together account to Landlord for all amounts spent in connection with any investment income therefrom Restoration which was undertaken and any further amount required shall pay over to effect such terminationLandlord, within ten (10) be deemed days after demand, the remainder, if any, of the Restoration Funds previously received by it in respect of work required, in Landlord’s reasonable judgment, to be a prepayment complete the Restoration. Tenant’s obligations under this Section 8.01 shall survive the expiration or termination of Financial Payments and deposited by the Mortgagee in the Prepayment Account and used as provided in the Basic Indenturethis Lease.

Use of Insurance Proceeds. In connection case the buildings, improvements or fixtures required to be insured in Section 6.1 or any part thereof shall be destroyed or damaged by fire or such other casualty required to be insured against, then and as often as the same shall happen, all proceeds of such insurance shall be available for and used with all reasonable dispatch by the repair Lessee in rebuilding, repairing, replacing or restoration otherwise reinstating the buildings, improvements or fixtures so destroyed or damaged in a good and substantial manner according to the plan and elevation thereof, or according to such modified plan as shall be approved under Section 4.2(a), and to pay the rent due the Lessor. If the available insurance proceeds shall be insufficient for rebuilding, repairing, replacing or otherwise reinstating such buildings, improvements or fixtures in the manner provided in this section above, then the Lessee shall provide the balance of all funds required to completely rebuild, repair, replace or otherwise reinstate such buildings, improvements or fixtures. Lessee shall undertake promptly to reinstate the Series 1989D Project Facilities building or buildings, or portions thereof, so destroyed or damaged according to the original plan and elevation thereof, or according to such modified plan as shall be approved by Lessor pursuant to Section 5.1 hereof4.2(a). If a casualty under this Section 6.1 shall occur in the last ten (10) years of the Term of this Lease, Net Proceeds the Lessee shall have the option of Required Property Insurance Coverage notifying the Lessor that the Lessee does not in excess intend to rebuild the buildings, improvements, or fixtures so destroyed, but rather elects to terminate the Lease as of $50,000 the date of the casualty, by giving Lessor written notice at least thirty (30) days after the date of the casualty, and then Lessee will, at its own expense, pay all real property taxes and any assessments then outstanding and shall be paid pay over all insurance proceeds to the Mortgagor for application of as much as may be necessary for such repair and restoration. Any such Net ProceedsLessor, except if in excess of $50,000requested by Lessor, Lessee shall be paid use the insurance proceeds to and held by the Mortgagee in the Awards Account In the Project Fund established by Section 5.04(b) of the Basic Indenture, for application of as much as may be necessary for the payment of the costs of repair or restoration, either on completion thereof or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment promptly remove from the Awards AccountPremises, require all buildings, improvements and trade fixtures, and restore the Mortgagor Land then remaining to provide evidence thatgood, or deposit with orderly and sanitary condition and even grade, and upon so doing the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee Lessee shall not be obligated to make then surrender any payment from such Account if there exists a material Event of Default hereunder. Any remaining balance of the Net Proceeds insurance proceeds (together with any investment income therefrom) held by if any), surrender this Lease and Lessee shall be relieved of further performance under this Lease. If the Mortgagee remaining after payment available insurance proceeds shall be insufficient, then Lessee shall provide the balance of all costs of such repair or restoration shall be paid to the Mortgagee for deposit into the Prepayment Account for application as provided in the Basic Indenture. If, in lieu of repair or restoration, the Series 1989D Agreement is to be terminated, an amount equal to any Net Proceeds received by the Mortgagee prior to the prepayment effecting such termination shall (together with any investment income therefrom and any further amount funds required to effect such termination) be deemed remove from the Premises, all buildings, improvements and trade fixtures, and restore the Land then remaining to be a prepayment of Financial Payments good, orderly and deposited by the Mortgagee in the Prepayment Account sanitary condition and used as provided in the Basic Indentureeven grade.

Use of Insurance Proceeds. Section 8.01. If all or any part of the Building 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, except that no notice shall be required if the estimated cost of repairs, alterations, restorations, replacements and rebuilding (collectively, "Restoration") shall be less than $250,000 (as such amount shall be increased as provided in Section 7.02(a)), and Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, "Restore") the same, at least to the extent of the value and as nearly as possible to the condition, quality and class of the Building existing immediately prior to such occurrence, with such changes or alterations as Tenant, with the consent of Landlord, which consent shall not be unreasonably withheld, shall elect to make, provided that, after the Restoration, the Building is in substantial conformity with the Master Development Plan, the Design Guidelines, the Declaration of Restrictions (if applicable) and, in the event such Restoration is commenced within ten (10) years after the date the Building has been Substantially Completed and, insofar as the Restoration relates to the exterior of the Building, the Construction Documents. Landlord in no event shall be obligated to Restore the Building or any portion thereof or to pay any of the costs or expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Building or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord may, but shall not be required to, complete such Restoration at Tenant's expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to Landlord for all amounts spent in connection with any Restoration which was undertaken and shall pay over to Landlord, within ten (10) days after demand, the repair or restoration remainder, if any, of the Series 1989D Project Facilities Restoration Funds previously received by it. Tenant's obligations under the next to last (penultimate) sentence of this Section 8.01 shall survive the expiration or termination of this Lease. (a) Subject to the provisions of Sections 8.03, 8.04 and, if applicable, 8.05, Depository shall pay over to Tenant from time to time, upon the following terms, any monies which may be received by Depository from insurance provided by Tenant (other than Rent Insurance) or cash or the proceeds of any security deposited with Depository pursuant to Section 5.1 hereof8.05 (collectively, Net Proceeds the "Restoration Funds") provided, however, that Depository, before paying such moneys over to Tenant, shall be entitled to reimburse itself and Landlord therefrom to the extent, if any, of Required Property Insurance Coverage the necessary, reasonable and proper expenses (including, without limitation, reasonable attorneys' fees) paid or incurred by Depository and Landlord in the collection of such monies. Depository shall pay to Tenant, as hereinafter provided, the Restoration Funds, for the purpose of the Restoration. (b) Prior to commencing any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed professional engineer or registered architect selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld. Landlord, at Tenant's expense, may engage a licensed professional engineer or registered architect to prepare its own estimate of the cost of such Restoration. If there is any dispute as to the estimated cost of the Restoration, such dispute shall be resolved by arbitration in excess accordance with the provisions of $50,000 Article 36. (c) Subject to the provisions of Sections 8.03, 8.04 and, if applicable, 8.05, the Restoration Funds shall be paid to Tenant in installments as the Mortgagor Restoration progresses, less retainage equal to ten percent (10%) of such installment until completion of fifty percent (50%) of the Restoration and five percent (5%) of each installment thereafter until completion of the Restoration, upon application to be submitted by Tenant to Depository and Landlord showing the cost of labor and materials purchased and delivered to the Premises for application incorporation in the Restoration, or incorporated therein since the last previous application, and due and payable or paid by Tenant. If any vendor's, mechanic's, laborer's, or materialman's lien is filed against the Premises or any part thereof, or if any public improvement lien relating to the Restoration of as much as may the Premises is created or permitted to be necessary created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such lien is satisfied or discharged (by bonding or otherwise). Notwithstanding the foregoing, the existence of any such lien shall not preclude Tenant from receiving any installment of Restoration Funds, provided such lien will be discharged with funds from such installment or shall have been discharged (by bonding or otherwise). (d) Upon completion of and payment for such repair and restoration. Any such Net Proceedsthe Restoration by Tenant, the balance of the Restoration Fund shall be paid over to Tenant promptly. (e) Notwithstanding the foregoing, if Landlord makes the Restoration at Tenant's expense, as provided in Section 8.01, then Depository shall pay over the Restoration Funds to Landlord, upon request, to the extent not previously paid to Tenant pursuant to this Section 8.02, and Tenant shall pay to Landlord, within ten (10) days after demand, any sums in excess of $50,000the portion of the Restoration Funds received by Landlord necessary to complete the Restoration. Upon completion of the Restoration, Landlord shall deliver to Tenant a certificate, in reasonable detail, setting forth the expenditures made by Landlord for such Restoration. Section 8.03. The following shall be conditions precedent to each payment made to Tenant as provided in Section 8.02 above: (a) There shall be submitted to Depository and Landlord the certificate of the aforesaid engineer or architect approved by Landlord pursuant to Section 8.02(b) stating that (i) the sum then requested to be withdrawn either has been paid by Tenant or is due and payable to contractors, subcontractors, materialmen, engineers, architects or other Persons (whose names and addresses shall be stated) who have rendered or furnished 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 said Persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of said certificate, (ii) no part of such expenditures has been or is being made the basis, in any previous or then pending requisition, for the withdrawal of the Restoration Funds or has been made out of the Restoration Funds previously received by Tenant, and (iii) the engineer or architect believes that the balance of the Restoration Funds held by Depository will be sufficient to pay for the Mortgagee completion of the Restoration 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 reasonably satisfactory to Landlord, or other evidence reasonably 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 Premises or any part thereof, or any public improvement lien with respect to the Premises or the Restoration 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 (by bonding or otherwise) except such as will be discharged upon payment of the requisite amount out of the sum then requested to be withdrawn; and (c) at the time of making such payment, there is no Event of Default on the part of Tenant. (a) If any loss, damage or destruction occurs, the cost of Restoration of which equals or exceeds One Million Dollars ($1,000,000) in the Awards Account In aggregate, determined as provided in Section 8.02(b) (as such amount shall be increased as provided in Section 7.02(a)), Tenant shall furnish to Landlord the Project Fund established following: (i) at least thirty (30) Business Days prior to commencement of such Restoration, complete plans and specifications for the Restoration, prepared by a licensed professional engineer or registered architect selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld (provided, however, if such Restoration does not relate to the "core and shell" of the Building or affect any aspect of the Design Guidelines, Landlord's approval shall not be withheld provided such architect is not a Prohibited Person), together with the approval thereof and any required permits issued by any Governmental Authority with respect to the Restoration and such plans and specifications, and, at the request of Landlord, any other drawings, information or samples to which Landlord is entitled under Article 11, all of the foregoing to be subject to Landlord's review and approval for substantial conformity with the Master Development Plan, the Design Guidelines, the Declaration of Restrictions (if applicable), such review and approval to be conducted by Landlord within the time periods and otherwise in accordance with the provisions of Article 11, and, if such Restoration is commenced within ten (10) years from the date the Building shall have been Substantially Completed, and insofar as it relates to the exterior of the Building, the Construction Documents; (ii) at least ten (10) Business Days prior to commencement of such Restoration, (x) a contract or construction management agreement reasonably satisfactory to Landlord in form assignable to Landlord (subject to any prior assignment to any Mortgagee), made with a reputable and responsible contractor or construction manager approved by Landlord, which approval shall not be unreasonably withheld, providing for the completion of the Restoration in accordance with said plans and specifications, free and clear of all liens, encumbrances, security agreements, interests and financing statements relating thereto, and (y) payment and performance bonds in forms and by sureties satisfactory to Landlord, naming the contractor as obligor and Landlord and Tenant and Mortgagee, if applicable, as obligees, each in a penal sum equal to the amount by which (A) the difference between the estimated cost of the Restoration and the amount of the insurance proceeds available for the Restoration exceeds (B) $1,000,000 (as such amount shall be increased as provided in Section 5.04(b7.02(a)) or, in lieu thereof, such other security, but not more than the amount of such excess, as shall be reasonably satisfactory to Landlord; (iii) at least ten (10) Business Days prior to commencement of such Restoration, an assignment to Landlord (subject to any prior assignment to any Mortgagee) of the Basic Indenturecontract so furnished and the bonds, for application if any, provided thereunder, such assignment to be duly executed and acknowledged by Tenant and by its terms to be effective only upon any termination of as much as may be necessary for this Lease or upon Landlord's re-entry upon the Premises following an Event of Default prior to the complete performance of such contract, such assignment also to include the benefit of all payments made on account of said contract including payments made prior to the effective date of such assignment, and (iv) At least ten (10) Business Days prior to commencement of such Restoration, insurance policies issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the costs insurance required by Section 11.03. (b) Notwithstanding that the cost of repair Restoration is less than One Million Dollars ($1,000,000) (as such amount shall be increased as provided in Section 7.02(a)), such cost to be determined as provided in Section 8.02(b), to the extent that any portion of the Restoration involves work on the exterior of the Building or restorationa change in the height, either on completion thereof bulk or as setback of the work progressesBuilding from the height, as directed by the Mortgagor. The Mortgagee may, bulk or setback existing immediately prior to making payment from the Awards Account, require the Mortgagor to provide evidence thatdamage or destruction, or deposit in any other manner affects compliance with the Mortgagee moneys Master Development Plan, the Design Guidelines or the Declaration of Restrictions (if applicable), then Tenant shall furnish to be placed in Landlord at least thirty (30) Business Days prior to commencement of the Restoration a complete set of plans and specifications for the Restoration, involving such Account so thatwork or such change, there will be adequate moneys available for such repair and restoration. The Mortgagee prepared by a licensed professional engineer or registered architect approved by Landlord, which approval shall not be obligated to make any payment from unreasonably withheld, and, at Landlord's request, such Account if there exists a material Event of Default hereunder. Any balance other items designated in Section 8.04(a)(i), all of the Net Proceeds foregoing to be subject to Landlord's review and approval as provided therein. (together c) In the event Tenant shall desire to modify the plans and specifications which Landlord theretofore has approved pursuant to Sections 8.04(a)(i) or 8.04(b) with respect to, or which will in any investment income therefromway affect, any aspect of the exterior of the Building or the height, bulk or setback of the Building or which will affect compliance with the Design Guidelines, the Master Development Plan or the Declaration of Restrictions (if applicable), Tenant shall submit the proposed modifications to Landlord. Tenant shall not be required to submit to Landlord proposed modifications of the plans and specifications which affect the interior of the Building. Landlord shall review the proposed changes (other than changes to the interior of the Building) held for the sole purpose of determining whether or not they (i) conform to the Master Development Plan, the Design Guidelines and the Declaration of Restrictions (if applicable) and (ii) in Landlord's judgment reasonably exercised, provide for design, finishes and materials which are comparable in quality to those provided for in the approved plans and specifications, and shall approve such proposed changes if they do so conform and so provide. If Landlord determines that the proposed changes are not satisfactory in light of the above criteria, it shall so advise Tenant, specifying in what respect the plans and specifications, as so modified, do not conform to the Master Development Plan, the Design Guidelines or the Declaration of Restrictions (if applicable) or do not provide for design, finishes and materials which are comparable in quality to those provided for in the approved plans and specifications. Within twenty (20) Business Days after Landlord shall have so notified Tenant, Tenant shall revise the plans and specifications so as to meet Landlord's objections and shall deliver same to Landlord for review. Each initial review by the Mortgagee remaining after payment of all costs of such repair or restoration Landlord shall be paid to carried out within fifteen (15) Business Days of the Mortgagee for deposit into date of delivery of the Prepayment Account for application initial plans and specifications by Tenant, and each additional review by Landlord shall be carried out within ten (10) Business Days of the date of delivery of Tenant's revisions thereto, and if Landlord shall not have notified Tenant of its determination within such fifteen (15) or ten (10) Business Day period, as provided in the Basic Indenture. Ifcase may be, in lieu of repair or restoration, the Series 1989D Agreement is to be terminated, an amount equal to any Net Proceeds received by the Mortgagee prior to the prepayment effecting such termination it shall (together with any investment income therefrom and any further amount required to effect such termination) be deemed to have determined that the proposed changes are satisfactory. Landlord shall not review portions of the approved plans and specifications which Landlord has previously determined to be a prepayment of Financial Payments and deposited satisfactory, provided same have not been changed by the Mortgagee in the Prepayment Account and used as provided in the Basic IndentureTenant. Section