Common use of Agent’s Election to Apply Proceeds on Indebtedness Clause in Contracts

Agent’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 16.1(b) below, Agent may elect to collect, retain and apply upon the indebtedness of Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrower. (b) Borrower hereby irrevocably authorizes and empowers Agent, at Agent’s option and in Agent’s sole discretion, as attorney in fact for Borrower, to make proof of such loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Agent’s expenses incurred in the collection of such proceeds. Borrower authorizes Agent, at Agent’s option (but in no event shall Agent be obligated to), as attorney in fact for Borrower, to commence, appear in and prosecute, in Agent or Borrower’s name, any action or proceeding relating to any Taking of the Project and to settle or compromise any claim in connection with such Taking; provided, however, that so long as no Default or Event of Default exists, and so long as Borrower shall in good faith diligently pursue such claims, the Borrower may make proof of loss and appear in any proceedings or negotiations with respect to the adjustment of such claim, except that Borrower may not settle, adjust or compromise any casualty or Taking without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed; provided, further, that Borrower may make proof of loss and adjust and compromise any claim under its casualty insurance policy in an amount less than $1,000,000 without the prior consent of Agent or Lender so long as no Default or Event of Default exists and so long as Borrower shall in good faith diligently pursue such claim. Notwithstanding anything in Section 16.1(a) to the contrary, in the event of any casualty to the Improvements or any condemnation of part of the Project, Agent agrees to make available the Proceeds to restoration of the Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Agent, (iii) in Agent’s reasonable judgment, the amount of Proceeds available for restoration of the Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Agent deposited with Agent by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) no material Leases in effect at the time of such casualty or condemnation are or will be terminated nor rent decreased as a result of such casualty or condemnation, (v) if the cost of restoration exceeds twenty-five percent (25%) of the Loan Amount, in Agent’s sole determination after completion of restoration the Loan Amount will not exceed 55% of the fair market value of the Project, (vi) in Agent’s reasonable determination, the Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vii) the Guarantor reaffirms the Guaranty in writing, and (viii) in Agent’s reasonable determination, such restoration is likely to be completed not later than three months prior to the Maturity Date.

Agent’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 16.1(b6.1(b) below, Agent Agent, for the benefit of Lenders, may elect to collect, retain and apply upon the indebtedness of Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “"Proceeds”") after deduction of all expenses of collection and settlement, including attorneys’ ' and adjusters’ ' fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrower. (b) Borrower hereby irrevocably authorizes and empowers Agent, at Agent’s option and in Agent’s sole discretion, as attorney in fact for Borrower, to make proof of such loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Agent’s expenses incurred in the collection of such proceeds. Borrower authorizes Agent, at Agent’s option (but in no event shall Agent be obligated to), as attorney in fact for Borrower, to commence, appear in and prosecute, in Agent or Borrower’s name, any action or proceeding relating to any Taking of the Project and to settle or compromise any claim in connection with such Taking; provided, however, that so long as no Default or Event of Default exists, and so long as Borrower shall in good faith diligently pursue such claims, the Borrower may make proof of loss and appear in any proceedings or negotiations with respect to the adjustment of such claim, except that Borrower may not settle, adjust or compromise any casualty or Taking without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed; provided, further, that Borrower may make proof of loss and adjust and compromise any claim under its casualty insurance policy in an amount less than $1,000,000 without the prior consent of Agent or Lender so long as no Default or Event of Default exists and so long as Borrower shall in good faith diligently pursue such claim. Notwithstanding anything in Section 16.1(a6.1(a) to the contrary, in the event of any casualty to the Improvements or any condemnation of part of the Project, Agent agrees to make available Borrower shall have the option of applying the Proceeds to restoration of the Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Agent, (iii) in Agent’s 's reasonable judgment, the amount of Proceeds available for restoration of the Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Agent deposited with Agent by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) no material Leases in effect at neither the time of such casualty or condemnation are or Lease nor the Ground Lease will be terminated nor rent decreased as a result of such casualty or condemnation, (v) if the cost of restoration exceeds twenty-five twenty percent (2520%) of the Loan Amount, in Agent’s 's sole determination after completion of restoration the Loan Amount (as the same may be reduced by Borrower) will not exceed 5575% of the fair market value of the Project, (vi) in Agent’s 's reasonable determination, the Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, and (vii) the Guarantor reaffirms the Guaranty in writing, and (viii) in Agent’s 's reasonable determination, such restoration is likely to be completed not later than three months prior to the Maturity Date.

Agent’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 16.1(b) below, Agent may elect to collect, retain and apply upon the indebtedness of Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrower. (b) Borrower hereby irrevocably authorizes and empowers Agent, at Agent’s option and in Agent’s sole discretion, as attorney in fact for Borrower, to make proof of such loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Agent’s expenses incurred in the collection of such proceeds. Borrower authorizes Agent, at Agent’s option (but in no event shall Agent be obligated to), as attorney in fact for Borrower, to commence, appear in and prosecute, in Agent or Borrower’s name, any action or proceeding relating to any Taking of the Project and to settle or compromise any claim in connection with such Taking; provided, however, that so long as no Default or Event of Default exists, and so long as Borrower shall in good faith diligently pursue such claims, the Borrower may make proof of loss and appear in any proceedings or negotiations with respect to the adjustment of such claim, except that . Borrower may not settle, adjust or compromise any casualty or Taking without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed; provided, further, that Borrower may make proof of loss and adjust and compromise any claim under its casualty insurance policy in an amount less than $1,000,000 without the prior consent of Agent or Lender so long as no Default or Event of Default exists and so long as Borrower shall in good faith diligently pursue such claim. Notwithstanding anything in Section 16.1(a) to the contrary, in the event of any casualty to the Improvements or any condemnation of part of the Project, Agent agrees to make available the Proceeds to restoration of the Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Agent, (iii) in Agent’s reasonable judgment, the amount of Proceeds available for restoration of the Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Agent deposited with Agent by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) no material Leases in effect at the time of such casualty or condemnation Taking are or will be terminated nor or rent decreased as a result of such casualty or condemnationTaking, (v) if the cost of restoration exceeds twenty-five ten percent (2510%) of the Loan Amount, in Agent’s sole determination after completion of restoration the Loan Amount will not exceed 5570% of the fair market value of the Project, (vi) in Agent’s reasonable determination, the Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vii) the each Guarantor reaffirms the Guaranty in writing, and (viii) in Agent’s reasonable determination, such restoration is likely to be completed not later than three months prior to the Maturity Date.

Agent’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 16.1(b10.1(b) below, in the event of any casualty to any Facility or any condemnation of any portion of a Facility, Agent may elect to collect, retain and apply upon the indebtedness of Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) ), including, without limitation, all Proceeds which might otherwise belong to a Tenant under a Operating Lease, after deduction of all expenses of collection and settlement, including attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrower. (b) Borrower hereby irrevocably authorizes and empowers Agent, at Agent’s option and in Agent’s sole discretion, as attorney in fact for Borrower, to make proof of such loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Agent’s expenses incurred in the collection of such proceeds. Borrower authorizes Agent, at Agent’s option (but in no event shall Agent be obligated to), as attorney in fact for Borrower, to commence, appear in and prosecute, in Agent or Borrower’s name, any action or proceeding relating to any Taking of the Project and to settle or compromise any claim in connection with such Taking; provided, however, that so long as no Default or Event of Default exists, and so long as Borrower shall in good faith diligently pursue such claims, the Borrower may make proof of loss and appear in any proceedings or negotiations with respect to the adjustment of such claim, except that Borrower may not settle, adjust or compromise any casualty or Taking without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed; provided, further, that Borrower may make proof of loss and adjust and compromise any claim under its casualty insurance policy in an amount less than $1,000,000 without the prior consent of Agent or Lender so long as no Default or Event of Default exists and so long as Borrower shall in good faith diligently pursue such claim. Notwithstanding anything in Section 16.1(a10.1(a) to the contrary, in the event of any casualty to the Improvements any Facility or any condemnation of part any portion of the Projecta Facility, Agent agrees to make available will allow the Proceeds to be applied to restoration of the Improvements Facility if the following conditions are satisfied: (i) There is then no Default or Event of Default exists, hereunder and there is no uncured default by any Tenant under any Operating Lease or by the Management Company under any Management Agreement; (ii) all All Proceeds are deposited with Agent, ; (iii) in In Agent’s reasonable judgment, the amount of Proceeds available for restoration of the Improvements Facility (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums funds or other security reasonably acceptable to Agent deposited with Agent by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, ; (iv) no material Leases in effect at the time of such casualty or condemnation are or No Operating Lease will be terminated nor rent decreased as a result of such casualty or condemnation, ; (v) if If the cost of restoration exceeds twenty-five ten percent (2510%) of the Allocated Loan AmountAmount to such Facility, in Agent’s sole determination after completion of restoration the Loan Amount will not exceed 5560% of the fair market value of all the Project, Facilities; (vi) in In Agent’s reasonable determination, the Project Facility can be restored to an architecturally and economically viable project in compliance with applicable Laws, ; (vii) the Guarantor reaffirms the its Guaranty in writing, and ; and (viii) in In Agent’s reasonable determination, such restoration is likely to be completed not later than three (3) months prior to the Maturity Date.