Common use of Proceeds of Insurance Clause in Contracts

Proceeds of Insurance. Mortgagor will promptly give Mortgagee notice of damage or destruction to the Premises, and: In case of loss to the Premises covered by a policy of insurance (“Insured Casualty”), Mortgagee, or the purchaser at a foreclosure sale, without the consent of Mortgagor, may settle and adjust any claim with the insurance company or companies on the amount to be paid upon the loss; provided however, if (i) there are no existing Events of Default (as hereafter defined) and (ii) the Insured Casualty is not a Material Casualty Event, Mortgagor may itself adjust losses subject to the consent of Mortgagee. Subject to the Loan Agreement, Mortgagee is hereby authorized to collect and receive any such insurance proceeds. Mortgagor shall turn over to Mortgagee any insurance proceeds of (i) an Insured Casualty (other than a Material Casualty Event) which proceeds, individually or in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance proceeds shall be additional Indebtedness Hereby Secured, and shall be reimbursed to Mortgagee upon demand. Mortgagor hereby grants to Mortgagee for the ratable benefit of the Secured Parties a security interest in all such insurance proceeds. Mortgagee, in its sole discretion, may, subject to Section 6 and the provisions of the Loan Agreement, (i) apply the proceeds of insurance consequent upon any Insured Casualty to the Indebtedness Hereby Secured in such order or manner as Mortgagee may elect or (ii) unless the Insured Casualty is the result of a Material Casualty Event, make the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding of the Premises. In the event proceeds of insurance of an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding of the Premises, Mortgagor covenants to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess of the proceeds of insurance.

Proceeds of Insurance. Mortgagor will promptly give Mortgagee notice Insurance proceeds shall be applied as follows: (i) If the Lessee believes that, based on reasonable estimates of damage or destruction to loss, the Premises, and: In case of loss to the Premises covered by a policy amount of insurance (“Insured Casualty”)proceeds payable in respect of any casualty event or any series of related casualty events to be less than or equal to U.S.$5,000,000, Mortgagee, the Lessee may elect to restore or replace the purchaser at a foreclosure sale, property affected by such casualty event without the consent of Mortgagor, may settle the Lessor so long as no Default shall have occurred and adjust any claim with the insurance company or companies on the amount to be paid upon the loss; provided however, if (i) there are no existing Events of Default (as hereafter defined) and continuing. (ii) If the Insured Casualty is not a Material Casualty EventLessee believes that, Mortgagor based on reasonable estimates of loss, the amount of insurance proceeds payable in respect of any casualty event or any series of related casualty events to be in excess of U.S.$5,000,000, the Lessee may itself adjust losses subject elect to restore or replace the property affected by such casualty event if the Lessee has delivered to the consent Lessor, within twenty (20) days from the occurrence of Mortgagee. Subject such casualty event, a Restoration or Replacement Plan with respect to such casualty that is based upon, or accompanied by, each of the following: (A) (1) a detailed breakdown of the nature and extent of such casualty event and (2) a bona fide assessment (from a contractor reasonably acceptable to the Loan Agreement, Mortgagee is hereby authorized Lessor) of the estimated cost and time needed to collect and receive any restore or replace the affected property; (B) satisfactory evidence that such insurance proceeds. Mortgagor proceeds and the Lessee's other available funds are sufficient to make the necessary restorations to or replacement of the affected property; (C) delivery of an officer's certificate of the Lessee certifying that, at the completion of the restoration or replacement, no Default shall turn over have occurred and be continuing in connection with such casualty event; and (D) confirmation by the Engineering Consultant of the Lessor, of its agreement based on the information available to Mortgagee them with the matters set forth in clauses (A) through (B) above within twenty (20) days after the receipt of the foregoing information and its approval of such Restoration or Replacement Plan; provided, that, if the Lessee does not deliver such Restoration or Replacement Plan within such 20 day period or if the Lessor or the Engineering Consultant rejects the proposed Restoration or Replacement Plan, the Lessee shall promptly pay, or cause to be paid, proceeds of any insurance to Lessor, as loss payee, which shall be applied, in Lessor's discretion, toward the replacement, restoration or repair of the Facility or the Equipment to the condition required by Section 7 or toward the payment of Stipulated Loss Value in accordance with Section 8 hereof. (iii) If a Default shall have occurred and be continuing, then Lessee shall remit to Lessor, as loss payee, proceeds of (i) an Insured Casualty (other than a Material Casualty Event) any insurance covering damage or loss which proceedsproceeds shall be applied, individually in Lessor's discretion, to repair or replace the Facility in the aggregate, exceed $1,500,000, or accordance with clause (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance proceeds shall be additional Indebtedness Hereby Secured, and shall be reimbursed to Mortgagee upon demand. Mortgagor hereby grants to Mortgagee for the ratable benefit of the Secured Parties a security interest in all such insurance proceeds. Mortgagee, in its sole discretion, may, subject to Section 6 and the provisions of the Loan Agreement, (i) apply the proceeds of insurance consequent upon any Insured Casualty to the Indebtedness Hereby Secured in such order or manner as Mortgagee may elect or (ii) unless the Insured Casualty is the result of a Material Casualty Event, make the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding of the Premises. In the event proceeds of insurance of an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding of the Premises, Mortgagor covenants to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess of the proceeds of insuranceabove.

Proceeds of Insurance. Mortgagor will The Lessee shall promptly give Mortgagee notice of damage or destruction pay to the PremisesIndenture Trustee (or, and: In case if the Lien of loss the Indenture has been discharged in accordance with the terms thereof, to the Premises covered by a policy Lessor) any proceeds of insurance the Lessee receives (“Insured Casualty”), Mortgagee, other than pursuant to the next to last sentence of Section 12.2 hereof) covering loss or damage to the Units which are payable under the provisions of this Section 12. The proceeds of any insurance carried by the Lessee which are received by the Indenture Trustee or the purchaser at a foreclosure sale, without the consent Lessor on account of Mortgagor, may settle and adjust or for any claim with the insurance company loss or companies on the amount to damage in respect of any Unit shall be paid upon the loss; provided however, if applied as follows: (i) there are no existing Events of Default (as hereafter defined) and (ii) If such Unit is to be repaired or replaced, the Insured Casualty is not a Material Casualty Event, Mortgagor may itself adjust losses subject to the consent of Mortgagee. Subject to the Loan Agreement, Mortgagee is hereby authorized to collect and receive any such insurance proceeds. Mortgagor shall turn over to Mortgagee any insurance proceeds of (i) an Insured Casualty (other than a Material Casualty Event) which proceeds, individually or in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance proceeds shall be additional Indebtedness Hereby Securedreleased to the Lessee or as it may direct from time to time as restoration, replacement, rebuilding, alterations and additions ("Restoration") progresses to pay (or reimburse the Lessee for) the cost of Restoration, but only upon receipt by the Lessor and the Indenture Trustee of (A) an Officer's Certificate of the Lessee in form and substance reasonably acceptable to the Lessor and the Indenture Trustee showing in reasonable detail the nature of the Restoration, the purpose for which the expenditures were made, the actual cash expenditures made for such purpose and the remaining proceeds held by the Indenture Trustee or the Lessor after such release are not less than 100% of the reasonably estimated remaining cost of completing the Restoration, and shall be reimbursed stating that there is no Lease Default or Lease Event of Default, and (B) if necessary, a supplement to Mortgagee upon demand. Mortgagor hereby grants this Lease and the Indenture sufficient to Mortgagee for the ratable benefit of the Secured Parties lease such Restoration and to grant a security interest therein to the Indenture Trustee (and the Lessor agrees to cooperate with the Lessee to effectuate the requirements of this clause (B)); or (ii) If this Lease is terminated in all such insurance proceeds. Mortgagee, in its sole discretion, may, subject to Section 6 and accordance with the provisions of Section 11.2(ii) hereof and all amounts payable by the Loan AgreementLessee under Section 11.2(ii) have been paid, (i) apply the all insurance proceeds of insurance consequent upon any Insured Casualty shall be released to the Indebtedness Hereby Secured Lessee; provided that any amount referred to herein which is payable to the Lessee shall not be paid to the Lessee if at the time of such payment a Lease Default or Lease Event of Default shall have occurred and be continuing, and in such order event all such amounts shall be paid to and held by the Indenture Trustee (or, after the Lien of the Indenture has been discharged in accordance with the terms thereof, the Lessor) as security for the obligations of the Lessee to make payments under and perform this Lease. At such time as there shall not be continuing any Lease Default or manner Lease Event of Default, all such amounts at the time held by the Indenture Trustee or the Lessor (unless theretofore otherwise applied to the obligations of the Lessee hereunder) shall be paid to the Lessee. Notwithstanding the foregoing, any amounts payable to the Indenture Trustee pursuant to this Section 12.3 as Mortgagee may elect or (ii) unless the Insured Casualty is the a result of a Material Casualty Event, make loss or casualty occurring prior to the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding of the Premises. In the event proceeds of insurance of an Insured Casualty Lease Term Commencement Date shall be made available paid to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding of the Premises, Mortgagor covenants to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess of the proceeds of insuranceConstruction Loan Agent.

Proceeds of Insurance. Mortgagor will promptly give Mortgagee notice In the event of damage or destruction to the Premises, and: In case of loss to the Premises covered by the fire or physical hazard insurance required of Lessee hereunder, the proceeds of such insurance shall be allocated as follows: (a) Subject to Section 14.9.2 of the Solar Lease, proceeds from any or all of said insurance policies shall be payable: first, to City in such amount to compensate City for the fair market value, as determined by a policy qualified appraiser (selected in the same manner as appraisers are selected pursuant to this Solar Lease), of its reversionary interests in the Improvements to the Premises; second, to compensate Beneficiary for outstanding amounts secured by the Mortgage; and third, to Lessee for its remaining interests in the Premises and the Improvements thereon.; (b) Any balance remaining after application of insurance proceeds in the manner indicated in subparagraph (“Insured Casualty”a), Mortgageeabove, shall be credited to ▇▇▇▇▇▇. If Lessee, or City, is required to rebuild or restore the purchaser at Premises pursuant to the provisions of this Solar Lease, the amount of insurance proceeds credited to Lessee shall be impounded with an independent depository acceptable to City in accordance with a foreclosure sale, without the consent of Mortgagor, may settle and adjust any claim with rider to the insurance company or companies on the amount policy setting forth this procedure, to be paid upon disbursed to pay, to the loss; provided howeverextent such portion of proceeds may be sufficient, if Lessee’s obligations to repair and restore the Premises pursuant to the provisions of this Solar Lease; (c) In the event that, after paying all of the costs and expenses of repair and restoration referenced in subparagraph (b), above, any balance of insurance proceeds remains, it shall be retained by Lessee. Should it be anticipated that the proceeds of insurance to be received by Lessee will be insufficient to repair or restore the Premises as required by this Solar Lease, Lessee shall have the option to either (i) there are no existing Events of Default (as hereafter defined) terminate this Solar Lease and (ii) the Insured Casualty is not a Material Casualty Event, Mortgagor may itself adjust losses subject to the consent of Mortgagee. Subject to the Loan Agreement, Mortgagee is hereby authorized to collect and receive any such insurance proceeds. Mortgagor shall turn over to Mortgagee any all insurance proceeds shall be distributed pursuant to Section 14.9.2 of (i) an Insured Casualty (other than a Material Casualty Event) which proceeds, individually or in the aggregate, exceed $1,500,000Solar Lease, or (ii) a Material Casualty Eventrepair or restore the Premises as required hereunder using the available insurance proceeds, with any shortfall in the amount necessary to repair or restore the Premises being contributed, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof cash, by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance proceeds shall be additional Indebtedness Hereby Secured, and shall be reimbursed to Mortgagee upon demand. Mortgagor hereby grants to Mortgagee for the ratable benefit of the Secured Parties a security interest in all such insurance proceeds. Mortgagee, in its sole discretion, may, subject to Section 6 and the provisions of the Loan Agreement, (i) apply the proceeds of insurance consequent upon any Insured Casualty to the Indebtedness Hereby Secured in such order or manner as Mortgagee may elect or (ii) unless the Insured Casualty is the result of a Material Casualty Event, make the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding of the Premises. In the event proceeds of insurance of an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding of the Premises, Mortgagor covenants to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess of the proceeds of insuranceLessee.

Proceeds of Insurance. Mortgagor will promptly give Mortgagee notice of a. All insurance proceeds received by or payable to any Party with respect to such damage or destruction to the Premises, and: In case of loss to the Premises covered by a policy (except proceeds of insurance (“Insured Casualty”covering loss or damage of Tenant’s Personal Property and business interruption insurance), Mortgageeless actual costs and expenses incurred in connection with the collection thereof, shall be held by Tenant, or the purchaser at a foreclosure sale, without the consent of Mortgagor, may settle and adjust any claim with the insurance company or companies on the amount to be paid upon the loss; provided howeverLeasehold Mortgagee, if (i) there are no existing Events of Default (as hereafter defined) and (ii) the Insured Casualty is not a Material Casualty Eventapplicable, Mortgagor may itself adjust losses subject to the consent of Mortgagee. Subject to the Loan Agreementin an interest-bearing account, Mortgagee is hereby authorized to collect and receive any such insurance proceeds. Mortgagor shall turn over to Mortgagee any insurance with all interest accrued thereon deemed proceeds of (i) an Insured Casualty (other than a Material Casualty Event) which proceedsinsurance for purposes of this Lease, individually or in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance such proceeds shall be additional Indebtedness Hereby Securedapplied to the costs to perform any Building Maintenance and/or Preservation Maintenance, or construct Alterations of the Premises or the Fixtures, as the case may be, and shall be reimbursed to Mortgagee upon demand. Mortgagor hereby grants to Mortgagee for the ratable benefit of the Secured Parties a security interest in accordance with all such insurance proceeds. Mortgagee, in its sole discretion, may, subject to Section 6 Applicable Laws and Requirements and the provisions requirements of this Lease to repair, rebuild, or restore the Loan Agreement, (i) apply the damage or destruction. Tenant shall pay any amount by which insurance proceeds of insurance consequent upon any Insured Casualty to the Indebtedness Hereby Secured in such order or manner received as Mortgagee may elect or (ii) unless the Insured Casualty is the a result of a Material Casualty Event, make the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding of the Premises. In the event proceeds of insurance of an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding of the Premises, Mortgagor covenants to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction; all , less the costs and expenses incurred in connection with the collection thereof, are insufficient to be effected pay the entire cost to repair such damage or to carry out the obligations under Section 24.6 below. Notwithstanding the foregoing, if required by Landlord or (subject to the proviso below) the Leasehold Mortgagee, an insurance trustee mutually acceptable to Landlord and Tenant will hold and apply such proceeds in accordance with plans this Lease; provided, however, that the Leasehold Mortgagee shall be entitled to hold and specifications apply such proceeds in accordance with this Lease. b. If insurance proceeds are to used in accordance with Article 24 of this Lease to repair, rebuild, or restore damage or destruction, and if such proceeds are held by a Leasehold Mortgagee in accordance with this Section 24.4, the Leasehold Mortgagee may require disbursement conditions which include periodic progress payments (as the restoration and Rehabilitation proceeds, based upon certification(s) by Tenant, its architect or contractor, and/or an inspector representing Leasehold Mortgagee), subject to such reasonable retention requirements as Leasehold Mortgagee may impose pending completion of the work and satisfaction or expiration of lien claims. c. Proceeds of any business or rental interruption insurance carried by Tenant with respect to the Premises shall be applied first to any obligations of Tenant that are due but unpaid under the Lease, then to any obligations of Tenant that are due but unpaid under the Leasehold Mortgage, including, without limitation, all Rent, with any remaining balance to be first submitted paid to and approved Tenant so long as Tenant is not in default under the loan secured by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess of the proceeds of insuranceLeasehold Mortgage.

Proceeds of Insurance. The Mortgagor will promptly give Mortgagee the Lender prompt notice of any damage to or destruction to of the PremisesProperty, and: : (i) In the case of loss to the Premises covered by a policy policies of insurance insurance, the Lender (“Insured Casualty”)or, Mortgageeafter entry of decree of foreclosure, or the purchaser at a foreclosure salesale or creditor, without as the consent of Mortgagor, case may be) is hereby authorized at its option either: (a) to settle and adjust any claim under such policies without the consent of the Mortgagor; or (b) allow the Mortgagor to agree with the insurance company or companies on the amount to be paid upon the loss; provided howeverprovided, if (i) there are no existing Events of Default (as hereafter defined) and (ii) that the Insured Casualty is not a Material Casualty Event, Mortgagor may itself adjust losses subject to aggregating not in excess of Fifty Thousand Dollars ($50,000.00), and further that in any case the consent of Mortgagee. Subject to the Loan AgreementLender shall, Mortgagee and is hereby authorized to to, collect and receive receipt for any such insurance proceeds. Mortgagor shall turn over to Mortgagee any insurance proceeds of (i) an Insured Casualty (other than a Material Casualty Event) which proceeds, individually or ; and the expenses incurred by the Lender in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance proceeds shall be so much additional Indebtedness Hereby Securedindebtedness hereby secured, and shall be reimbursed to Mortgagee the Lender upon demand. Mortgagor hereby grants ; (ii) In the event of any insured damage to Mortgagee for the ratable benefit or destruction of the Secured Parties a security interest in all such insurance proceeds. MortgageeProperty or any part thereof (herein called an "insured casualty") and if, in its sole discretionthe reasonable judgment of the Lender, maythe Property can be restored to an architectural and economic unit of the same character and value as the same was prior to the insured casualty, subject to Section 6 and adequately securing the outstanding balance of the indebtedness hereby secured and the provisions insurers do not deny liability to the insured, then, if no events of the Loan Agreementdefault as hereinafter defined shall have occurred and be then continuing, (i) apply the proceeds of insurance consequent upon any Insured Casualty shall be applied to reimburse the Indebtedness Hereby Secured in such order or manner as Mortgagee may elect or (ii) unless the Insured Casualty is the result of a Material Casualty Event, make the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding cost of the Premises. In the event proceeds of insurance of an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding (herein generally called "restoring") the Property or any part thereof subject to an insured casualty, as provided for in Section 8(c) hereof; (iii) If in the reasonable judgment of the PremisesLender the Property cannot be restored to an architectural and economic unit as provided for in Subsection (a)(ii) above, then at any time from and after the insured casualty, upon sixty (60) days' written notice to Mortgagor, Lender may declare the entire balance of the indebtedness hereby secured to be due and payable at the expiration of such sixty (60) day period; (iv) Except as provided for in Subsection (a) (ii) of this Paragraph 8, Lender shall apply the proceeds of insurance (including amounts not required for the restoring effected in accordance with Subsection (a) (ii) above) consequent upon any insured casualty upon the indebtedness hereby secured, in such order or manner as the Lender may elect; (v) In the event that proceeds of insurance, if any, shall be made available to the Mortgagor for the restoring of the Property, Mortgagor hereby covenants to restore, repair, replace or rebuild restore the same to be of at least equal value and of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess bs the Lender; and (vi) Any portion of the insurance proceeds remaining after payment in full of insurancethe indebtedness hereby secured shall be paid to Mortgagor or as ordered by a court of competent jurisdiction.

Proceeds of Insurance. Mortgagor will promptly give Mortgagee notice of damage or destruction to the Premises, and: In case of loss to the Premises covered by a policy of insurance (“Insured Casualty”), Mortgagee, or the purchaser at a foreclosure sale, without the consent of Mortgagor, may settle and adjust any claim with the insurance company or companies on the amount to be paid upon the loss; provided however, if (i) there are no existing Events of Default (as hereafter defined) and (ii) the Insured Casualty is not a Material Casualty Event, Mortgagor may itself adjust losses subject to the consent of Mortgagee. Subject to the Loan Agreementprovisions of Section 8.08 hereof, Mortgagee if during the Term the Building or any part thereof shall be damaged or destroyed by any hazard against which insurance is hereby authorized in effect pursuant to collect the provisions of this Lease, then all property insurance money paid on account of such damage or destruction, less the actual costs, fees and receive expenses, if any, incurred in connection with the adjustment of the loss, shall be applied to the payment of the cost of the restoration, repair, replacement, rebuilding or alteration to and of the Building, including the cost of temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alterations are hereinafter collectively referred to as the ("Restoration"), and, if required by any such insurance proceeds. Mortgagor shall turn over to Mortgagee any insurance proceeds of (i) an Insured Casualty (other than a Material Casualty Event) which proceedsMortgagee, individually or in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of Landlord's insurance proceeds shall be additional Indebtedness Hereby Securedpaid to a trust company acting as an insurance trustee on terms acceptable to the Landlord, and any such Mortgagee, to be paid out from time to time as such Restoration progresses. The Tenant shall be reimbursed pay to Mortgagee upon demand. Mortgagor hereby grants to Mortgagee for the ratable benefit Landlord, its proportionate share of the Secured Parties a security interest in all such amount of any deductible amounts as Additional Rent. If the Landlord has maintained the insurance proceeds. Mortgagee, in its sole discretion, may, subject coverage required to Section 6 be maintained by it under this Lease and the provisions cost of the Loan Agreement, (i) apply the Restoration exceeds proceeds of insurance consequent upon any Insured Casualty that are available to the Indebtedness Hereby Secured in Landlord by not less than $2,000,000, excluding deductibles, the Landlord shall not be obligated to carry out the Restoration. If the Landlord elects not to carry out the Restoration it shall give notice thereof to the Tenant and upon the giving of such order or manner notice this Lease shall terminate as Mortgagee may elect or (ii) unless the Insured Casualty is the result of a Material Casualty Event, make the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding of the Premises. In date notice is given and the event proceeds of insurance of an Insured Casualty Landlord shall be made available entitled to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding retain all of the Premises, Mortgagor covenants to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in Landlord's insurance proceeds for its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess of the proceeds of insuranceown account.

Proceeds of Insurance. Mortgagor will promptly give Mortgagee notice of damage or destruction For as long as the Liens upon Note Priority Lien Collateral securing Credit Agreement Obligations are Subordinate Liens to the Premises, and: In case of loss to the Premises covered extent permitted by a policy of insurance (“Insured Casualty”), Mortgagee, this Indenture or the purchaser at a foreclosure sale, without the consent of Mortgagor, may settle and adjust any claim with the insurance company or companies on the amount to be paid upon the loss; provided however, if Note Security Documents: (i) there are no existing Events of Default (as hereafter defined) and (ii1) the Insured Casualty is not a Material Casualty Event, Mortgagor may itself adjust losses subject to the consent of Mortgagee. Subject to the Loan Agreement, Mortgagee is hereby authorized to collect and receive any such insurance proceeds. Mortgagor shall turn over to Mortgagee any insurance proceeds of (i) an Insured Casualty (other than a Material Casualty Event) which proceeds, individually or in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance proceeds shall be additional Indebtedness Hereby Secured, and shall be reimbursed to Mortgagee upon demand. Mortgagor hereby grants to Mortgagee for the ratable benefit of the Secured Parties a security interest in all such insurance proceeds. Mortgagee, in its sole discretion, mayTrustee will have, subject to Section 6 and the provisions of the Loan AgreementNote Security Documents, the sole right (ibut not the obligation) apply to adjust settlement of all insurance claims and condemnation awards in the event of any covered loss, theft or destruction or condemnation of any Note Priority Lien Collateral and all claims under insurance constituting Note Priority Lien Collateral, including business interruption insurance; (2) all proceeds of insurance consequent upon on or constituting Note Priority Lien Collateral, all condemnation awards resulting from a taking of any Insured Casualty Note Priority Lien Collateral and all proceeds of any business interruption insurance, will inure to the Indebtedness Hereby Secured in such order or manner as Mortgagee may elect or (ii) unless benefit of, and to the Insured Casualty is extent required by the result of a Material Casualty EventNote Security Documents will be paid to, make the proceeds available to Mortgagor Trustee for the restoration, repairing, replacing or rebuilding account of the PremisesHolders of Notes; and (3) the Credit Agreement Agent will co-operate, if necessary and as reasonably requested by the Trustee, in effecting the payment of insurance proceeds of Note Priority Lien Collateral to the Trustee; and for as long as the Liens upon Credit Agreement Priority Lien Collateral securing Note Obligations are Subordinate Liens to the extent permitted by the Credit Agreement or any Credit Agreement Security Document: (1) the Credit Agreement Agent will have, subject to the provisions of the Credit Agreement Security Documents, the sole right to adjust settlement of all insurance claims and condemnation awards in the event of any covered loss, theft or destruction or condemnation of any Credit Agreement Priority Lien Collateral and all claims under insurance constituting Credit Agreement Priority Lien Collateral; (2) all proceeds of insurance on or constituting Credit Agreement Priority Lien Collateral and all condemnation awards resulting from a taking of any Credit Agreement Priority Lien Collateral will inure to the benefit of, and to the extent required by the Credit Agreement will be paid to, the holders of Credit Agreement Obligations; and (3) the Trustee will co-operate, if necessary and as reasonably requested by the Credit Agreement Agent, in effecting the payment of insurance proceeds of Credit Agreement Priority Lien Collateral to the Credit Agreement Agent. In the event proceeds of insurance any covered loss, theft or destruction or condemnation of both Note Priority Lien Collateral and Credit Agreement Priority Lien Collateral for which an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding insurer of the PremisesCompany or any Obligor will only settle one claim or award, Mortgagor covenants the Trustee and the Credit Agreement Agent will co-operate with each other to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess adjust settlement of the proceeds insurance claims in respect of insurancethe Note Priority Lien Collateral and Credit Agreement Priority Lien Collateral.

Proceeds of Insurance. Mortgagor will promptly give Mortgagee prompt notice of any material loss or damage or destruction to the Premises, and: : (a) In case of loss to the Premises or damage covered by a policy any of insurance the Insurance Polices, (“Insured Casualty”)i) Mortgagee (or, Mortgageeafter entry of decree of foreclosure, or the purchaser at a the foreclosure salesale or decree creditor, as the case may be) is hereby authorized, if an Event of Default has occurred, to settle and adjust any claim under such Insurance Policies without the consent of Mortgagor, may settle and adjust any claim with the insurance company or companies on the amount to be paid upon the loss; provided however, if (i) there are no existing Events of Default (as hereafter defined) and (ii) the Insured Casualty is not a Material Casualty Eventif no Event of Default has occurred, Mortgagor may itself shall have the sole right to settle and adjust losses subject to the consent of Mortgagee. Subject to the Loan Agreementsuch claim; provided, however, that in either case Mortgagee shall, and is hereby authorized to to, collect and receive any such insurance proceeds. Mortgagor shall turn over proceeds up to Mortgagee any insurance proceeds the amount of (i) an Insured Casualty (other than a Material Casualty Event) which proceeds, individually or in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (Obligations; and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses reasonable expenses incurred by Mortgagee in the adjustment and collection of such insurance proceeds shall be additional Indebtedness Hereby SecuredObligations, and shall be reimbursed to Mortgagee upon demanddemand or, at Mortgagee's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mortgagee from said insurance proceeds prior to any other application thereof. Each insurance company which has issued an Insurance Policy is hereby authorized and directed to make payment up to the amount of the Obligations for all losses covered by such Insurance Policy to Mortgagee alone, and not to Mortgagee and Mortgagor jointly. Mortgagor hereby grants agrees to Mortgagee for the ratable benefit execute all documents and make all deliveries required in order to permit adjustment and payment of the Secured Parties a security interest in all such insurance proceeds. Mortgagee, in its sole discretion, may, subject to Section 6 and the provisions proceeds as provided above. (b) The proceeds of the Loan Agreement, Insurance Policies consequent upon any casualty shall be either (i) apply if an Event of Default shall be continuing hereunder, applied by Mortgagee to reduce the proceeds of insurance consequent upon any Insured Casualty to the Indebtedness Hereby Secured Obligations, in such order or manner as Mortgagee may elect elect; or (ii) unless the Insured Casualty is the result of a Material Casualty Event, make the proceeds available paid to Mortgagor for and, to the restorationextent required by the provisions of Section 10(c) hereof, repairing, replacing or rebuilding Mortgagor shall apply such proceeds to the cost of the Premises. In the event proceeds of insurance of an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding (collectively, "Restoring") the loss or damage caused by the casualty. Any application of proceeds pursuant to this Section 10(b) to pay principal outstanding under the PremisesNotes shall not subject Mortgagor to the obligation to pay any prepayment premium. (c) To the extent that insurance proceeds are made available to Mortgagor and are sufficient for such purposes, Mortgagor hereby covenants to diligently proceed to restore, repair, replace or rebuild the same Improvements to the extent required to comply with all applicable Legal Requirements. (d) Any portion of the insurance proceeds remaining after payment as provided above shall be paid to Mortgagor or as ordered by a court of substantially competent jurisdiction. (e) Any insurance proceeds at any time held by Mortgagee shall be held in a segregated interest bearing account for the same character as prior benefit of Mortgagor. (f) In the event of foreclosure of the Mortgage or other transfer of title to the Premises in extinguishment of the Obligations, all right, title and interest of Mortgagor in and to any Insurance Policies, to the extent applicable to the Premises (including, without limitation, the right to a refund of insurance premiums and all rights to the proceeds thereof), then in force shall pass to the purchaser of the Premises in foreclosure or the grantee of a deed in lieu of foreclosure, and Mortgagor hereby appoints Mortgagee its attorney-in-fact, in Mortgagor's name, to assign and transfer all such policies and proceeds to such damage purchaser or destruction; all to be effected in accordance grantee, such appointment coupled with plans and specifications to be first submitted to and approved by Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs an interest with full power of such restoring, repairing, replacing or rebuilding in excess of the proceeds of insurancesubstitution.

Proceeds of Insurance. The Mortgagor will promptly give the Mortgagee prompt notice of any damage to or destruction to of the Premises, and: , (a) In case of loss to the Premises covered by a policy policies of insurance insurance, the Mortgagee (“Insured Casualty”)or, Mortgageeafter entry of decree of foreclosure, or the purchaser at a the foreclosure salesale or decree creditor, without as the consent of Mortgagor, case may be) is hereby authorized at its option either (i) to settle and adjust any claim under such policies without the consent of the Mortgagor, or (ii) allow the Mortgagor to agree with the insurance company or companies on the amount to be paid upon the loss; provided however, if (i) there are no existing Events of Default (as hereafter defined) and (ii) that the Insured Casualty is not a Material Casualty Event, Mortgagor may itself adjust losses subject to aggregating not in excess of One Hundred Thousand Dollars ($100,000.00), and provided further that in any case the consent of Mortgagee. Subject to the Loan AgreementMortgagee shall, Mortgagee and is hereby authorized to to, collect and receive receipt for any such insurance proceeds. Mortgagor shall turn over to ; and the expenses incurred by the Mortgagee any insurance proceeds of (i) an Insured Casualty (other than a Material Casualty Event) which proceeds, individually or in the aggregate, exceed $1,500,000, or (ii) a Material Casualty Event, in each case substantially simultaneously with (and in any event not later than the third Business Day next following) receipt thereof by Mortgagor. Expenses incurred by Mortgagee in adjustment and collection of insurance proceeds shall be so much additional Indebtedness Hereby Secured, and shall be reimbursed to the Mortgagee upon demand. Mortgagor hereby grants to Mortgagee for ; (b) In the ratable benefit event of any destruction of the Secured Parties a security interest Premises or any part thereof (herein called an "Insured Casualty") and if, in all such insurance proceeds. the reasonable judgment of the Mortgagee, in its sole discretionthe Premises can be restored to an architectural and economic unit of the same character and not less valuable than the same was prior to the Insured Casualty, may, subject to Section 6 and adequately securing the outstanding balance of the Indebtedness Hereby Secured and the provisions insurers do not deny liability to the insured, then, if no Event of the Loan AgreementDefault as hereinafter defined shall have occurred and be then continuing, (i) apply the proceeds of insurance consequent upon any Insured Casualty shall be applied to reimburse the Indebtedness Hereby Secured in such order or manner as Mortgagee may elect or (ii) unless the Insured Casualty is the result of a Material Casualty Event, make the proceeds available to Mortgagor for the restoration, repairing, replacing or rebuilding cost of the Premises. In the event proceeds of insurance of an Insured Casualty shall be made available to Mortgagor, pursuant to Section 6(a) or Section 6(b), for the restoring, repairing, replacing or rebuilding (herein generally called "Restoring") the Premises or any part thereof subject to Insured Casualty, as provided for in Section 9 hereof; (c) If in the reasonable judgment of Mortgagee the Premises cannot be restored to an architectural and economic unit as provided for in Subsection (b) above, then at any time from and after the Insured Casualty, upon thirty (30) days written notice to Mortgagor, Mortgagee may declare the entire balance of the Indebtedness Hereby Secured to be, and at the expiration of such thirty (30) day period the Indebtedness Hereby Secured shall be and become, immediately due and payable; (d) Except as provided for in Subsection (b) of this Section 7, Mortgagee shall apply the proceeds of insurance (including amounts not required for Restoring effected in accordance with Subsection (b) above) consequent upon any Insured Casualty toward the Indebtedness Hereby Secured, in such order or manner as the Mortgagee may elect; provided that no premium or penalty shall be payable in connection with any prepayment of the Indebtedness Hereby Secured made out of insurance proceeds as aforesaid; (e) In the event that proceeds of insurance, if any, shall be made available to the Mortgagor for the restoring of the Premises, Mortgagor hereby covenants to restore, repair, replace or rebuild restore the same to so that the Premises will be of at least equal value and of substantially the same character as prior to such damage or destruction; all to be effected in accordance with plans and specifications to be first submitted to and approved by the Mortgagee, which approval may be given or withheld in its reasonable discretion. Mortgagor shall pay all costs of such restoring, repairing, replacing or rebuilding in excess ; (f) Any portion of the insurance proceeds remaining after payment in full of insurancethe Indebtedness Hereby Secured shall be paid to Mortgagor or as ordered by a court of competent jurisdiction; (g) Money market interest shall be payable by Mortgagee to Mortgagor on account of any insurance proceeds at anytime held by Mortgagee.