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 11.1(b) below, the Lenders may elect to collect, retain and apply upon the indebtedness of Borrowers 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 reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrowers. (b) Notwithstanding anything in Section 11.1(a) to the contrary, in the event of any casualty to any Improvements or any condemnation of part of any Project, Agent and the Lenders agree to make available the Proceeds to restoration of such 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 applicable Improvements is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Agent’s sole determination after completion of restoration the Loan Amount will not exceed (A) 60% of the aggregate “leased fee” value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (v) in Agent’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Agent’s reasonable determination, such restoration is likely to be completed no later than three months prior to the Final Maturity Date.

Agent’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b6.1(b) below, Agent, for the Lenders benefit of Lenders, may elect to collect, retain and apply upon the indebtedness of Borrowers 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 reasonable attorneys’ ' and adjusters’ ' fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a6.1(a) to the contrary, in the event of any casualty to any the Improvements or any condemnation of part of any the Project, Agent and Borrower shall have the Lenders agree to make available option of applying the Proceeds to restoration of such 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 applicable 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) if no leases for space in the Project will be terminated as a result of such casualty or condemnation, (v) the cost of restoration exceeds ten twenty percent (1020%) 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 (A) 60% of the aggregate “leased fee” value of the Projects, and (B) 75% of the “leased fee” fair market value of the applicable Project, (vvi) in Agent’s 's reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Agent’s 's reasonable determination, such restoration is likely to be completed no not later than three months prior to the Final Maturity Date.

Agent’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b) below, the Lenders Agent may elect to collect, retain and apply upon the indebtedness of Borrowers 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 reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to the Borrowers. (b) Notwithstanding anything in Section 11.1(a) to the contrary, in the event of any casualty to any Improvements the Facility or any condemnation of part of any the Project, Agent and the Lenders agree agrees to make available the Proceeds to restoration and repair (the “Restoration”) of such Improvements the Facility 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 applicable Improvements Facility (together with any sums or other security acceptable to Agent deposited with Agent by Borrowers for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amountamount of the Loan, in Agent’s sole determination after completion of restoration Restoration the amount of the Loan Amount will not exceed seventy-five percent (A75%) 60% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (v) in Agent’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Agent’s reasonable determination, such restoration Restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Date.

Agent’s Election to Apply Proceeds on Indebtedness. (ai) Subject to the provisions of Section 11.1(bSections 6.16(b)(ii) and 6.17(b)(ii) below, Agent (acting at the Lenders direction of the Required Lenders) may elect to collect, retain and apply upon the indebtedness Obligations of Borrowers Loan Parties under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Net Insurance/Condemnation Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds Net Insurance/Condemnation Proceeds remaining after repayment of the indebtedness Obligations under the Loan Documents shall be paid released by Agent to Borrowersthe Borrower. (bii) Notwithstanding anything in Section 11.1(a6.16(b)(i) to the contrary, in the event of any casualty to any Improvements a Facility (that is not one of the Philadelphia Facilities) or any condemnation of part of any Projectsuch Facility, Agent and the Lenders agree agrees to make the Net Insurance/Condemnation Proceeds available (to Borrower, to the Proceeds applicable Subsidiary Guarantor or to the applicable Operator) to pay costs of restoration of such Improvements Facility if (iA) there is then no Default or Event of Default existsDefault, (iiB) all such Net Insurance/Condemnation Proceeds are deposited with Agent, (iiiC) in Agent’s reasonable judgment, the amount of Net Insurance/Condemnation Proceeds available for restoration of the applicable Improvements Facility (together with any sums or other security acceptable to Agent deposited with Agent by Borrower or other Loan Party for such purpose) is sufficient to pay the full and complete costs of such restoration, (ivD) if the cost of restoration exceeds ten percent (10%) of the Loan AmountAssigned Credit Advance Value, in Agent’s sole determination after completion of restoration the Loan Amount will not exceed (A) 6070% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable ProjectFacility, (vE) in Agent’s reasonable determination, the applicable Project Facility can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writinglaws, and (viiF) in Agent’s reasonable determination, such restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Revolving Credit Commitment Termination Date.