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132777076v2 10 Section 2.3 Mortgagor to Repair, Replace, Rebuild or Restore. If any principal amount of the Note is outstanding when all or any part of the Mortgaged Property is taken by eminent domain, or destroyed or damaged, unless the Mortgagor exercises its right to prepay all or a portion of the Note pursuant to Section 2.4 hereof: (1) The Mortgagor shall proceed promptly, subject to the provisions of subsection (2), to replace, repair, rebuild and restore the Mortgaged Property to substantially the same condition as existed before the taking or event causing the damage or destruction, with such changes, alterations and modifications (including substitution or addition of other property) as may be desired by the Mortgagor, and reasonably approved by the Mortgagee, and will be suitable for continued operation of the Mortgaged Property for the business purposes of the Mortgagor. (2) All proceeds of any condemnation award or property insurance claim which are equal to or in excess of $75,000 shall be paid directly to the Mortgagee. Subject to the option of Section 2.4 hereof, the Mortgagee shall apply such proceeds, less such sum, if any, required for payment of all expenses incurred in collecting the same (“Net Proceeds”), to payment of the costs of repair, replacement, rebuilding or restoration of the Mortgaged Property upon compliance with such construction and disbursement terms as the Mortgagee may deem reasonably necessary, including deposit with the Mortgagee of such funds of the Mortgagor as may be required to insure payment of all costs of rebuilding and restoration. If such deposit is not made when requested by the Mortgagee, or if any other Event of Default should occur while the Mortgagee is retaining the Net Proceeds, the Mortgagee may apply said Net Proceeds on the indebtedness of the Mortgagor under the Loan Agreement and the balance of Net Proceeds remaining after payment of all costs of any repair, rebuilding, replacement or restoration of the Mortgaged Property shall be applied against the unpaid principal balance of the Note. (3) The Mortgagor shall not, by reason of the payment of any costs of repair, rebuilding, replacement or restoration, be entitled to any reimbursement from the Issuer or any abatement or diminution of the amounts payable under Article III of the Loan Agreement. Section 2.4 Use of Proceeds to Prepay Loan and Note. In the event the Mortgagor does not elect to rebuild and restore the Mortgaged Property pursuant to Section 2.3, the Mortgagor may elect to apply the Net Proceeds of any property insurance or condemnation award to prepay the Note. Any such prepayment shall be applied against the accrued interest then due on the Note and then against the final principal amounts and any premium (as defined in the Loan Agreement) due under the Note. Any excess remaining after such application shall be returned to the Mortgagor.