Common use of Application of Hazard Insurance Proceeds Clause in Contracts

Application of Hazard Insurance Proceeds. Mortgagor shall after learning thereof promptly notify Mortgagee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in Mortgagee’s sole discretion, compromise or settle, in the names of both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee and shall be applied first to reimburse Mortgagee for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, actually incurred by Mortgagee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, of any insurance proceeds received by Mortgagee with respect to an insured damage or casualty shall, in Mortgagee’s sole discretion, either (i) be retained and applied by Mortgagee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee may impose, to Mortgagor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Mortgagor. Notwithstanding the foregoing provisions of this Section 4.5(d), Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: (A) no Default or Event of Default shall have occurred and be continuing, (B) Mortgagor demonstrates to the reasonable satisfaction of Mortgagee that Mortgagor has the financial ability to pay all principal and interest required under the Note, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the Loan, (D) all insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory to Mortgagee, (E) the repair or restoration will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to the foregoing provisions of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions). Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor shall after learning thereof promptly notify Mortgagee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in Mortgagee’s sole discretion, compromise or settle, in the names of both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee and shall be applied first to reimburse Mortgagee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ ' fees, actually reasonably incurred by Mortgagee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee with respect to an insured damage or casualty shallmay, in Mortgagee’s 's sole discretion, either (i) be retained and applied by Mortgagee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee may imposereasonably impose and as are consistent with customary construction loan disbursements, to Mortgagor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Mortgagor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) the proceeds received by Mortgagee (together with any other funds delivered by Mortgagor demonstrates to the Mortgagee for such purpose) shall be sufficient, in Mortgagee's reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $2,300,000.00, and (D) such restoration can be completed, in Mortgagee's judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Mortgagee shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Mortgagee will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeMortgagor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Mortgagor. Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s 's own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s 's sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor Grantor shall after learning thereof promptly notify Mortgagee Beneficiary of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee Beneficiary may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in MortgageeBeneficiary’s sole discretion, compromise or settle, in the names name of Beneficiary, Grantor, or both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Beneficiary and shall be applied first to reimburse Mortgagee Beneficiary for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee Beneficiary in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee Beneficiary with respect to an insured damage casualty may (subject to the terms of any Approved Lease or casualty shallsubordination, non-disturbance and attornment agreement), in MortgageeBeneficiary’s sole discretion, either (i) be retained and applied by Mortgagee Beneficiary toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Beneficiary may impose, to Mortgagor Grantor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to MortgagorGrantor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) Mortgagor demonstrates the proceeds received by Beneficiary (together with any other funds delivered by Grantor to the Beneficiary for such purpose) shall be sufficient, in Beneficiary’s reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $500,000.00, and (D) such restoration can be completed, in Beneficiary’s judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Beneficiary shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Beneficiary will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeGrantor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof Beneficiary bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Grantor. Mortgagee Beneficiary may, prior to the application of insurance proceeds, commingle them with MortgageeBeneficiary’s own funds and otherwise act with regard to such proceeds as Mortgagee Beneficiary may determine in MortgageeBeneficiary’s sole discretion. If Mortgagee applies Notwithstanding anything to the contrary set forth in this Security Instrument, Beneficiary agrees that for so long as the OC Lease is in full force and effect, the disposition of insurance proceeds for damage or casualty to the Secured Obligations due to the failure all or any portion of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan Property and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return relating thereto shall be governed by the Property to substantially terms and conditions set forth in the same size, design and utility as existed immediately prior OC Lease to the damage or casualty and shall fund any deficiency in extent that such OC Lease conflicts with the event such proceeds are insufficient to complete such repair or restorationprovisions of this Security Instrument.

Application of Hazard Insurance Proceeds. Mortgagor shall after learning thereof promptly notify Mortgagee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in Mortgagee’s sole discretion, compromise or settle, in the names name of both Mortgagor and Mortgagee, Mortgagor, or both any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee and shall be applied first to reimburse Mortgagee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee with respect to an insured damage casualty may (subject to the terms of any Approved Lease or casualty shallsubordination, non-disturbance and attornment agreement), in Mortgagee’s sole discretion, either (i) be retained and applied by Mortgagee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee may impose, to Mortgagor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Mortgagor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) the proceeds received by Mortgagee (together with any other funds delivered by Mortgagor demonstrates to the Mortgagee for such purpose) shall be sufficient, in Mortgagee’s reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $500,000.00, and (D) such restoration can be completed, in Mortgagee’s judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Mortgagee shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Mortgagee will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeMortgagor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Mortgagor. Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s sole discretion. If Notwithstanding anything to the contrary set forth in this Security Instrument, Mortgagee applies agrees that for so long as the Verizon Lease is in full force and effect, the disposition of insurance proceeds for damage or casualty to the Secured Obligations due to the failure all or any portion of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan Property and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return relating thereto shall be governed by the Property to substantially terms and conditions set forth in the same size, design and utility as existed immediately prior Verizon Lease to the damage or casualty and shall fund any deficiency in extent that such Verizon Lease conflicts with the event such proceeds are insufficient to complete such repair or restorationprovisions of this Security Instrument.

Application of Hazard Insurance Proceeds. Mortgagor shall after learning thereof promptly notify Mortgagee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in Mortgagee’s sole discretionreasonable discretion following any Event of Default, compromise or settle, in the names name of both Mortgagor and Mortgagee, Mortgagor, or both any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds in excess of $500,000.00 shall be paid directly to Mortgagee and shall be applied first to reimburse Mortgagee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee with respect to an insured damage or casualty shallmay, in Mortgagee’s sole discretion, either (i) be retained and applied by Mortgagee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such commercially reasonable construction related advancement conditions as Mortgagee may impose, to Mortgagor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Mortgagor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) the proceeds received by Mortgagee (together with any other funds delivered by Mortgagor demonstrates to the Mortgagee for such purpose) shall be sufficient, in Mortgagee’s reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) either Mortgagor is obligated under the damage terms of any Lease to restore or casualty occurs prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the Loan, (D) all insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory to Mortgagee, (E) the repair or restoration will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce provide a forward-looking Debt Service Coverage Ratio (as defined in the Agreement Concerning Master Lease) of not less than 1.2 to 1.0at least 1.05 upon completion of restoration, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor it will be able to attain a forward-looking Debt Service Coverage Ratio Ration of at least 1.2 to 1.0 1.20 times the annual debt service from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; , and (ID) if any site plan amendmentsuch restoration can be completed, variancein Mortgagee’s judgment, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty at least ninety (18090) days following prior to the maturity date of the Note, then Mortgagee shall apply such casualty proceeds as provided in clause (ii) of the preceding sentence. Mortgagee will have no obligation to see to the proper application of any insurance proceeds paid over to Mortgagor, nor will any such proceeds received by Mortgagee bear interest or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Mortgagor. Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor shall after learning thereof promptly notify Mortgagee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in Mortgagee’s 's sole discretion, compromise or settle, in the names name of Mortgagee. Mortgagor, or both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided. Notwithstanding the previous sentence, howeverprovided no Event of Default exists, that in any event any such compromise or settlement Mortgagor shall be subject have the right to the prior consent settle claims of not more than $500,000.00 without obtaining Mortgagee, which may be granted or withheld in Mortgagee’s discretion's consent. Any such insurance proceeds shall be paid directly to Mortgagee and shall be applied first to reimburse Mortgagee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ ' fees, actually incurred by Mortgagee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee with respect to an insured damage or casualty shallmay, in Mortgagee’s 's sole discretion, either (i) be retained and applied by Mortgagee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriateObligations without application of any prepayment premium, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee may impose, to Mortgagor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Mortgagor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred and be continuingexist hereunder, (B) Mortgagor demonstrates is obligated under the terms of the Genzyme Lease to rebuild the reasonable property,, (C) Mortgagor can demonstrate to Mortgagee's satisfaction of Mortgagee that Mortgagor has the financial ability to pay all principal and interest required under carry the Note, and perform all of the other Secured Obligations, Loan during the restoration of the Property reconstruction (from the proceeds of rent loss or business interruption insurance or otherwise), (CD) the such damage or casualty destruction occurs prior to the last six (6) eighteen months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the Loan, (DE) all insurance such proceeds and other funds provided by Mortgagor for the restoration are released under escrow and escrow/construction funding arrangements reasonably satisfactory to Mortgagee, (EF) annual income from leases in place and approved by Mortgagee (or not requiring Mortgagee's approval) that will survive restoration provide coverage of at least 1.00 times the annual debt service, and Mortgagor demonstrates to Mortgagee's reasonable satisfaction that it will be able to attain coverage of at least 2.00 times the annual debt service from leases approved by Mortgagee within six months after completion of restoration, and (G) the repair or repairs and/or restoration will return the Property improvements to substantially the same size, design and utility as existed immediately prior to before the damage or casualty, (F) in the event the then Mortgagee shall apply such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six clause (6ii) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to the foregoing provisions of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)above. Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s 's own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s 's sole discretion. If Mortgagee applies the such insurance proceeds to in accordance with SECTION 4.5(d)(i), above, Mortgagee shall reamortize the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full then-existing principal amount balance of the Loan and all other amounts due under over the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application remaining portion of the insurance proceeds; providedAmortization Period or New Amortization Period, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, as the Mortgage and the other Loan Documents up to and including the date of case may be (as such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, terms are defined in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restorationNote).

Application of Hazard Insurance Proceeds. Mortgagor shall after learning thereof promptly notify Mortgagee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and and, if an Event of Default has occurred or is continuing, may, in Mortgagee’s 's sole discretion, compromise or settle, in the names name of both Mortgagor and Mortgagee, Mortgagor, or both any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee and shall be applied first to reimburse Mortgagee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ ' fees, actually incurred by Mortgagee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee with respect to an insured damage or casualty shallmay, in Mortgagee’s 's sole discretion, either (i) be retained and applied by Mortgagee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee may impose, to Mortgagor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Mortgagor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) the proceeds received by Mortgagee (together with any other funds delivered by Mortgagor demonstrates to the Mortgagee for such purpose) shall be sufficient, in Mortgagee's reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $400,000.00, and (D) such restoration can be completed, in Mortgagee's judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Mortgagee shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Mortgagee will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeMortgagor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Mortgagor. Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s 's own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s 's sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor shall after learning thereof promptly notify Mortgagee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in Mortgagee’s sole discretion, compromise or settle, in the names name of both Mortgagor and Mortgagee, Mortgagor, or both any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee and shall be applied first to reimburse Mortgagee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee with respect to an insured damage or casualty shallmay, in Mortgagee’s sole discretion, either (i) be retained and applied by Mortgagee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee may impose, to Mortgagor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to Mortgagor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) the proceeds received by Mortgagee (together with any other funds delivered by Mortgagor demonstrates to the Mortgagee for such purpose) shall be sufficient, in Mortgagee’s reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $100,000.00, and (D) such restoration can be completed, in Mortgagee’s judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Mortgagee shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Mortgagee will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeMortgagor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Mortgagor. Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor Trustor shall after learning thereof promptly notify Mortgagee Beneficiary of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee Beneficiary may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in MortgageeBeneficiary’s sole discretion, compromise or settle, in the names name of Beneficiary, Trustor, or both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Beneficiary and shall be applied first to reimburse Mortgagee Beneficiary for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee Beneficiary in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee Beneficiary with respect to an insured damage or casualty shallmay, in MortgageeBeneficiary’s sole discretion, either (i) be retained and applied by Mortgagee Beneficiary toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Beneficiary may impose, to Mortgagor Trustor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to MortgagorTrustor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence to the contrary, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) Mortgagor demonstrates the proceeds received by Beneficiary (together with any other funds delivered by Trustor to the Beneficiary for such purpose) shall be sufficient, in Beneficiary’s reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $100,000.00, and (D) such restoration can be completed, in Beneficiary’s judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Beneficiary shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Beneficiary will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeTrustor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof Beneficiary bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Trustor. Mortgagee Beneficiary may, prior to the application of insurance proceeds, commingle them with MortgageeBeneficiary’s own funds and otherwise act with regard to such proceeds as Mortgagee Beneficiary may determine in MortgageeBeneficiary’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor Grantor shall after learning thereof promptly notify Mortgagee Grantee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee Grantee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in MortgageeGrantee’s sole discretion, compromise or settle, in the names name of Grantee, Grantor, or both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Grantee and shall be applied first to reimburse Mortgagee Grantee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee Grantee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee Grantee with respect to an insured damage or casualty shallmay, in MortgageeGrantee’s sole discretion, either (i) be retained and applied by Mortgagee Grantee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Grantee may impose, to Mortgagor Grantor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to MortgagorGrantor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence to the contrary, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) Mortgagor demonstrates the proceeds received by Grantee (together with any other funds delivered by Grantor to the Grantee for such purpose) shall be sufficient, in Grantee’s reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $100,000.00, and (D) such restoration can be completed, in Grantee’s judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Grantee shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Grantee will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeGrantor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof Grantee bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Grantor. Mortgagee Grantee may, prior to the application of insurance proceeds, commingle them with MortgageeGrantee’s own funds and otherwise act with regard to such proceeds as Mortgagee Grantee may determine in MortgageeGrantee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor Borrower shall after learning thereof promptly notify Mortgagee Lender of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee Lender may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in Mortgagee’s sole discretion, compromise or settle, in the names of both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Lender and shall be applied first to reimburse Mortgagee Lender for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee Lender in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee Lender with respect to an insured damage or casualty shallmay, in MortgageeLender’s sole discretion, either (i) be retained and applied by Mortgagee Lender toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Lender may impose, to Mortgagor Borrower to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to MortgagorBorrower. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) Mortgagor demonstrates the proceeds received by Lender (together with any other funds delivered by Borrower to Lender for such purpose) shall be sufficient, in Lender’s reasonable judgment, to pay for any restoration necessitated by the casualty, and (C) the cost of such restoration shall not exceed $200,000, and (D) such restoration can be completed, in Lender’s judgment, at least one hundred and twenty (120) days prior to the reasonable satisfaction maturity date of Mortgagee that Mortgagor has the financial ability to pay all principal and interest required under the Note, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the Loan, (D) all insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory to Mortgagee, (E) the repair or restoration will return the Property pursuant to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage and that will survive any Primary Lease Borrower is required to undertake the restoration repairs or repair replacements necessitated by the casualty, then Lender shall apply such proceeds as provided in clause (ii) of the Property produce a Debt Service Coverage Ratio preceding sentence. Lender will have no obligation to see to the proper application of not less than 1.2 any insurance proceeds paid over to 1.0Borrower, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor nor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof any such proceeds received by Lender bear interest or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Borrower. Mortgagee Lender may, prior to the application of insurance proceeds, commingle them with MortgageeLender’s own funds and otherwise act with regard to such proceeds as Mortgagee Lender may determine in MortgageeLender’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor Borrowers shall after learning thereof promptly notify Mortgagee Lender of any damage or casualty to all or any portion of the any Property or Chattels. Mortgagee Lender may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which that may be payable as a result of such casualty or damage, and may, in MortgageeLender’s sole discretion, compromise or settle, in the names of both Mortgagor Borrowers and MortgageeLender, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of MortgageeLender, which may be granted or withheld in MortgageeLender’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Lender and shall be applied first to reimburse Mortgagee Lender for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, actually incurred by Mortgagee Lender in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, of any insurance proceeds received by Mortgagee Lender with respect to an insured damage or casualty shallshall be, in MortgageeLender’s sole discretion, either (i) be retained and applied by Mortgagee Lender first toward payment of the Secured Obligations, second toward payment of the Second Mortgage Secured Obligations, third toward payment of the Third Mortgage Secured Obligations and fourth toward payment of the Pledge and Security Agreement Obligations, in each case, in such order and manner as Mortgagee Lender deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Lender may impose, to Mortgagor Borrowers to pay for repairs or replacements necessitated by the damage or casualty; provided, however, . In the event that if all of the Secured Obligations, all of the Second Mortgage Secured Obligations, all of the Third Mortgage Secured Obligations and all of the Pledge and Security Agreement Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then then, any remaining proceeds will shall be paid over to MortgagorBorrowers. Notwithstanding the foregoing provisions of this Section 4.5(d5.1.16(D), Mortgagee Lender shall make pay over to Borrowers any such insurance proceeds available to Mortgagor for restoration as provided in clause (ii) of the Propertyimmediately preceding sentence, providedprovided that, and on the following conditions: (A) no there does not exist any Default or Event of Default shall have occurred and be continuingDefault, (B) Mortgagor demonstrates Borrowers demonstrate to the reasonable satisfaction of Mortgagee Lender that Mortgagor has Borrowers have the financial ability to pay all principal and interest and any other amounts required to be paid under this Agreement and the NoteNotes, and perform all of the other Secured Obligations, the Second Mortgage Secured Obligations, the Third Mortgage Secured Obligations and the Pledge and Security Agreement Obligations, during the restoration of the applicable Property from the Gross Revenue (including, without limitation, proceeds of rent loss or business interruption insurance insurance) or otherwise, (C) the damage or casualty occurs prior to the last date that is six (6) months of the term of prior to the Loan Maturity Date and the restoration is capable of being completed prior to the stated maturity date of the LoanLoan Maturity Date, (D) all insurance proceeds and other funds provided by Mortgagor Borrowers for the such restoration are released under escrow reserve and construction funding arrangements reasonably satisfactory to MortgageeLender, (E) the repair or restoration will return the applicable Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the proceeds of insurance are insufficient to pay by themselves for the restoration (as reasonably determined in good faith by MortgageeLender), Mortgagor Borrowers shall, prior to the commencement of any restoration work, deposit with Mortgagee within Lender not later than the date that is fifteen (15) days after following the date on which that Borrowers receive written notification from Lender of such deficiency, such additional funds as are necessary to complete the restoration as reasonably determined by Lender; (G) Borrowers undertake and covenant and agree (in writing) with Lender to fund any and all deficiencies, and in fact actually fund any and all such deficiencies, not later than the date that is fifteen (15) days following the date that the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof Lender and prior to the distribution of any further insurance proceeds, so such that at all times the funds held by Mortgagee Lender and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the workrestoration; (H) the annual income from the Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage and Gross Revenue that will survive the restoration or repair of the applicable Property produce produces a Debt Service Coverage Ratio of not less than 1.2 1.20 to 1.0, 1.0 and Mortgagor demonstrates Borrowers demonstrate to MortgageeLender’s reasonable satisfaction that Mortgagor will Borrowers shall be able to attain a Debt Service Coverage Ratio of at least 1.2 1.20 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage Gross Revenue within six (6) months after following completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor Borrowers shall obtain and deliver to Mortgagee Lender such site plan amendment, variance, special use permit or other similar special approval or consent within not later than the date that is one hundred eighty (180) days following the date of such casualty or damage (but provided, however, that such one hundred eighty (180) day time period shall in all respects be subject to the foregoing provisions of this Section 4.5(d5.1.16(D) and shall not extend or otherwise modify any time periods in such foregoing provisions). Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.55.1.16(D), in the event that the insurance proceeds do not exceed $250,000.00 (the “Threshold Amount”), then such insurance proceeds received by Borrowers with respect to the applicable damage or casualty shall be paid over, in whole or in part and subject to such conditions as Lender may impose, to Borrowers to pay for repairs or replacements necessitated by the damage or casualty (provided, however, that if all of the Secured Obligations, the Second Mortgage Secured Obligations, the Third Mortgage Secured Obligations and the Pledge and Security Agreement Obligations have been performed or are discharged by the application of less than $250,000 and there does not exist all of such insurance proceeds, then any remaining proceeds will be paid over to Borrowers) if (i) no Default or Event of DefaultDefault then exists, then (i) Mortgagor may compromise or settle the claim for such proceeds, and (ii) the proceeds received by Lender (together with any other funds delivered by Borrowers to Lender for such purpose) shall be paid directly sufficient, in Lender’s reasonable judgment, to Mortgagor pay for any restoration necessitated by the casualty, and (iii) Mortgagor the cost of such restoration shall not exceed the Threshold Amount, and (iv) the damage or casualty occurs prior to the date that is six (6) months’ prior to the Loan Maturity Date and the restoration is capable of being completed, in Lender’s judgment, at least ninety (90) days prior to the Loan Maturity Date and (v) Borrowers shall undertake and complete the repair or restoration of the applicable Property so as to return the such Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration. Lender will have no obligation to see to the proper application of any insurance proceeds paid over to Borrowers, nor will any such proceeds received by Lender bear interest or be subject to any other charge for the benefit of Borrowers. If such insurance proceeds are deposited with Lender, Lender may, prior to the application of such proceeds, commingle them with Lender’s own funds and otherwise act with regard to such proceeds as Lender may determine.

Application of Hazard Insurance Proceeds. Mortgagor shall Borrowers shall, promptly after learning thereof promptly thereof, notify Mortgagee Lender in writing of any damage or casualty to all or any portion of the Property Property, Chattels or Chattelsother Collateral. Mortgagee Lender may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which that may be payable as a result of such casualty or damage, and may, in MortgageeLender’s sole discretion, compromise or settle, in the names of both Mortgagor Borrowers and MortgageeLender, any claim for any such insurance proceeds; provided, however, that . Whether or not Lender is involved in any event such negotiation or settlement, any such compromise or settlement shall be subject to the prior written consent of MortgageeLender, which may be granted or withheld in MortgageeLender’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Lender and shall be applied first to reimburse Mortgagee Lender for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, actually incurred by Mortgagee Lender in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, of any insurance proceeds received by Mortgagee Lender with respect to an insured damage or casualty shallshall be, in MortgageeLender’s sole discretion, either (i) be retained and applied applied, without prepayment penalty or fee as set forth in Section 5(c) of the Notes, by Mortgagee Lender toward payment of the Secured Obligations, in such order and manner as Mortgagee Lender deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Lender may impose, to Mortgagor Borrowers to pay for repairs or replacements necessitated by the damage or casualty; provided, however, . In the event that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then then, any remaining proceeds will shall be paid over to MortgagorBorrowers. Notwithstanding the foregoing provisions of this Section 4.5(d5.1.16(D), Mortgagee Lender shall make pay over to Borrowers any such insurance proceeds available to Mortgagor for restoration as provided in clause (ii) of the Propertyimmediately preceding sentence, providedprovided that, and on the following conditionsconditions have been satisfied: (Aa) no there does not exist any Default or Event of Default shall have occurred and be continuingDefault, (Bb) Mortgagor demonstrates Borrowers demonstrate to the reasonable satisfaction of Mortgagee Lender that Mortgagor has Borrowers have the financial ability to pay all principal and interest and any other amounts required to be paid under this Agreement and the Note, Notes and perform all of the other Secured Obligations, Obligations during the restoration of the applicable Property from the Gross Revenue (including, without limitation, proceeds of rent loss or business interruption insurance insurance) or otherwise, (Cc) the damage or casualty occurs prior to the last date that is six (6) months of prior to the term of the Loan Maturity Date and the restoration is capable of being completed prior to the stated maturity date of the LoanMaturity Date, (Dd) all insurance proceeds and other funds provided by Mortgagor Borrowers for the such restoration are released under escrow reserve and construction funding arrangements reasonably satisfactory to MortgageeLender, (Ee) the repair or restoration will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (Ff) in the event the proceeds of insurance are insufficient to pay by themselves for the restoration (as reasonably determined in good faith by MortgageeLender), Mortgagor Borrowers shall, prior to the commencement of any restoration work, deposit with Mortgagee within Lender not later than the date that is fifteen (15) days after following the date on which that the proceeds of insurance are received by Mortgagee Lender, such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restorationrestoration as reasonably determined by Lender; (Gg) Mortgagor undertakes Borrowers undertake and covenants covenant and agrees agree (in writing) with Mortgagee Lender with Lender to fund any and all deficiencies within deficiencies, and in fact actually fund any and all such deficiencies, not later than the date that is fifteen (15) days after being notified in writing thereof following the date that Borrowers receive written notification from Lender of such deficiency and prior to the distribution of any further portion of the insurance proceeds, so such that at all times the funds held by Mortgagee Lender and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; restoration, (Hh) the annual income from the Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage and Gross Revenue that will survive the restoration or repair of the applicable Property produce produces a Debt Service Coverage Ratio of not less than 1.2 1.20 to 1.0, 1.0 and Mortgagor demonstrates Borrowers demonstrate to MortgageeLender’s reasonable satisfaction that Mortgagor will Borrowers shall be able to attain a Debt Service Coverage Ratio of at least 1.2 1.20 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage Gross Revenue within six (6) months after following completion of the restoration; , and (Ii) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor Borrowers shall obtain and deliver to Mortgagee Lender such site plan amendment, variance, special use permit or other similar special approval or consent within not later than the date that is one hundred eighty (180) days following the date of such casualty or damage (but provided, however, that such one hundred eighty (180) day time period shall in all respects be subject to the foregoing provisions of this Section 4.5(d5.1.16(D) and shall not extend or otherwise modify any time periods in such foregoing provisions). Mortgagee may, If the applicable Mortgages have been foreclosed prior to the application Lender’s receipt of such insurance proceeds, commingle them with Mortgagee’s own funds and otherwise act with regard to Lender may nonetheless retain such proceeds as Mortgagee may determine in Mortgagee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due extent required to the failure of the conditions under clause (H) of this Section 4.5(d) reimburse Lender for all expenses, including out-of-pocket attorneys’ fees, incurred in connection therewith, and to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds discharge any deficiency remaining with respect to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor Borrowers shall after learning thereof promptly notify Mortgagee Lender of any damage or casualty to all or any portion of the any Property or Chattels. Mortgagee Lender may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which that may be payable as a result of such casualty or damage, and may, in MortgageeLender’s sole discretion, compromise or settle, in the names of both Mortgagor Borrowers and MortgageeLender, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of MortgageeLender, which may be granted or withheld in MortgageeLender’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Lender and shall be applied first to reimburse Mortgagee Lender for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, actually incurred by Mortgagee Lender in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, of any insurance proceeds received by Mortgagee Lender with respect to an insured damage or casualty shallshall be, in MortgageeLender’s sole discretion, either (i) be retained and applied by Mortgagee Lender first toward payment of the Secured Obligations, Obligations in such order and manner as Mortgagee Lender deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Lender may impose, to Mortgagor Borrowers to pay for repairs or replacements necessitated by the damage or casualty; provided, however, . In the event that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then then, any remaining proceeds will shall be paid over to MortgagorBorrowers. Notwithstanding the foregoing provisions of this Section 4.5(d5.1.16(D), Mortgagee Lender shall make pay over to Borrowers any such insurance proceeds available to Mortgagor for restoration as provided in clause (ii) of the Propertyimmediately preceding sentence, providedprovided that, and on the following conditions: (A) no there does not exist any Default or Event of Default shall have occurred and be continuingDefault, (B) Mortgagor demonstrates Borrowers demonstrate to the reasonable satisfaction of Mortgagee Lender that Mortgagor has Borrowers have the financial ability to pay all principal and interest and any other amounts required to be paid under this Agreement and the Note, and perform all of the other Secured Obligations, during the restoration of the applicable Property from the Gross Revenue (including, without limitation, proceeds of rent loss or business interruption insurance insurance) or otherwise, (C) the damage or casualty occurs prior to the last date that is six (6) months of the term of prior to the Loan Maturity Date and the restoration is capable of being completed prior to the stated maturity date of the LoanLoan Maturity Date, (D) all insurance proceeds and other funds provided by Mortgagor Borrowers for the such restoration are released under escrow reserve and construction funding arrangements reasonably satisfactory to MortgageeLender, (E) the repair or restoration will return the applicable Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the proceeds of insurance are insufficient to pay by themselves for the restoration (as reasonably determined in good faith by MortgageeLender), Mortgagor Borrowers shall, prior to the commencement of any restoration work, deposit with Mortgagee within Lender not later than the date that is fifteen (15) days after following the date on which that Borrowers receive written notification from Lender of such deficiency, such additional funds as are necessary to complete the restoration as reasonably determined by Lender; (G) Borrowers undertake and covenant and agree (in writing) with Lender to fund any and all deficiencies, and in fact actually fund any and all such deficiencies, not later than the date that is fifteen (15) days following the date that the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof Lender and prior to the distribution of any further insurance proceeds, so such that at all times the funds held by Mortgagee Lender and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the workrestoration; (H) the annual income from the Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage and Gross Revenue that will survive the restoration or repair of the applicable Property produce produces a Debt Service Coverage Ratio of not less than 1.2 1.20 to 1.0, 1.0 and Mortgagor demonstrates Borrowers demonstrate to MortgageeLender’s reasonable satisfaction that Mortgagor will Borrowers shall be able to attain a Debt Service Coverage Ratio of at least 1.2 1.20 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage Gross Revenue within six (6) months after following completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor Borrowers shall obtain and deliver to Mortgagee Lender such site plan amendment, variance, special use permit or other similar special approval or consent within not later than the date that is one hundred eighty (180) days following the date of such casualty or damage (but provided, however, that such one hundred eighty (180) day time period shall in all respects be subject to the foregoing provisions of this Section 4.5(d5.1.16(D) and shall not extend or otherwise modify any time periods in such foregoing provisions). Mortgagee may, prior to the application of insurance proceeds, commingle them with Mortgagee’s own funds and otherwise act with regard to such proceeds as Mortgagee may determine in Mortgagee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.55.1.16(D), in the event that the insurance proceeds do not exceed $250,000.00 (the “Threshold Amount”), then such insurance proceeds received by Borrowers with respect to the applicable damage or casualty shall be paid over, in whole or in part and subject to such conditions as Lender may impose, to Borrowers to pay for repairs or replacements necessitated by the damage or casualty (provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than $250,000 and there does not exist all of such insurance proceeds, then any remaining proceeds will be paid over to Borrowers) if (i) no Default or Event of DefaultDefault then exists, then (i) Mortgagor may compromise or settle the claim for such proceeds, and (ii) the proceeds received by Lender (together with any other funds delivered by Borrowers to Lender for such purpose) shall be paid directly sufficient, in Lender’s reasonable judgment, to Mortgagor pay for any restoration necessitated by the casualty, and (iii) Mortgagor the cost of such restoration shall not exceed the Threshold Amount, and (iv) the damage or casualty occurs prior to the date that is six (6) months’ prior to the Loan Maturity Date and the restoration is capable of being completed, in Lender’s judgment, at least ninety (90) days prior to the Loan Maturity Date and (v) Borrowers shall undertake and complete the repair or restoration of the applicable Property so as to return the such Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration. Lender will have no obligation to see to the proper application of any insurance proceeds paid over to Borrowers, nor will any such proceeds received by Lender bear interest or be subject to any other charge for the benefit of Borrowers. If such insurance proceeds are deposited with Lender, Lender may, prior to the application of such proceeds, commingle them with Lender’s own funds and otherwise act with regard to such proceeds as Lender may determine.

Application of Hazard Insurance Proceeds. Mortgagor Trustor shall after learning thereof promptly notify Mortgagee Beneficiary of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee Beneficiary may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such any casualty or damage, and may, damage in Mortgagee’s sole discretion, compromise or settle, in excess of $200,000.00 (the names of both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion“Insurance Threshold”). Any such insurance proceeds relating to any casualty in excess of the Insurance Threshold shall be paid directly to Mortgagee Beneficiary and shall be applied first to reimburse Mortgagee Beneficiary for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee Beneficiary in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee Beneficiary with respect to an insured damage or casualty shallmay, in MortgageeBeneficiary’s sole discretion, either (i) be retained and applied by Mortgagee Beneficiary toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Beneficiary may impose, to Mortgagor Trustor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to MortgagorTrustor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) Mortgagor demonstrates the proceeds received by Beneficiary (together with any other funds delivered by Trustor to Beneficiary for such purpose) shall be sufficient, in Beneficiary’s reasonable judgment, to pay for any restoration necessitated by the casualty, and (C) either (1) the damage involves a loss of less than fifty percent (50%) of the rentable square footage at the Property, or (2) Trustor is required to restore the Property pursuant to the reasonable satisfaction of Mortgagee that Mortgagor has the financial ability to pay all principal and interest required under the Note, and perform all terms of the other Secured Obligations, during the restoration Lease or Leases of that portion of the Property from affected by the proceeds casually, and (D) such restoration can be completed, in Beneficiary’s reasonable judgment, by the earliest of rent loss or business interruption (x) the 180lh day following Trustor’s receipt of the insurance or otherwiseproceeds, (Cy) the damage or casualty occurs 180th day prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, or (Dz) all the expiration of the payment period on the rental-loss insurance coverage in respect of such casualty, then Beneficiary shall apply such proceeds as provided in clause (ii) of the preceding sentence. Beneficiary will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeTrustor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof Beneficiary bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Trustor. Mortgagee Beneficiary may, prior to the application of insurance proceeds, commingle them with MortgageeBeneficiary’s own funds and otherwise act with regard to such proceeds as Mortgagee Beneficiary may determine in MortgageeBeneficiary’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.

Application of Hazard Insurance Proceeds. Mortgagor Grantor shall after learning thereof promptly notify Mortgagee Grantee of any damage or casualty to all or any portion of the Property or Chattels. Mortgagee Grantee may participate in all negotiations and appear and participate in all judicial or arbitration proceedings concerning any insurance proceeds which may be payable as a result of such casualty or damage, and may, in MortgageeGrantee’s sole discretion, compromise or settle, in the names name of Grantee, Grantor, or both Mortgagor and Mortgagee, any claim for any such insurance proceeds; provided, however, that in any event any such compromise or settlement shall be subject to the prior consent of Mortgagee, which may be granted or withheld in Mortgagee’s discretion. Any such insurance proceeds shall be paid directly to Mortgagee Grantee and shall be applied first to reimburse Mortgagee Grantee for all out-of-pocket costs and expenses, including, without limitation, reasonable including attorneys’ fees, actually incurred by Mortgagee Grantee in connection with the ascertainment and collection of such insurance proceeds. The balance, if any, balance of any insurance proceeds received by Mortgagee Grantee with respect to an insured damage or casualty shallmay, in MortgageeGrantee’s sole discretion, either (i) be retained and applied by Mortgagee Grantee toward payment of the Secured Obligations, in such order and manner as Mortgagee deems appropriate, or (ii) be paid over, in whole or in part and subject to such conditions as Mortgagee Grantee may impose, to Mortgagor Grantor to pay for repairs or replacements necessitated by the damage or casualty; provided, however, that if all of the Secured Obligations have been performed or are discharged by the application of less than all of such insurance proceeds, then any remaining proceeds will be paid over to MortgagorGrantor. Notwithstanding the foregoing provisions of this Section 4.5(d)preceding sentence to the contrary, Mortgagee shall make any such insurance proceeds available to Mortgagor for restoration of the Property, provided, and on the following conditions: if (A) no Default or Event of Default shall have occurred exist hereunder, and be continuing, (B) Mortgagor demonstrates the proceeds received by Grantee (together with any other funds delivered by Grantor to the Grantee for such purpose) shall be sufficient, in Grantee’s reasonable satisfaction of Mortgagee that Mortgagor has the financial ability judgment, to pay all principal and interest required under for any restoration necessitated by the Notecasualty, and perform all of the other Secured Obligations, during the restoration of the Property from the proceeds of rent loss or business interruption insurance or otherwise, (C) the damage or casualty occurs cost of such restoration shall not exceed $100,000.00, and (D) such restoration can be completed, in Grantee’s judgment, at least ninety (90) days prior to the last six (6) months of the term of the Loan and the restoration is capable of being completed prior to the stated maturity date of the LoanNote, then Grantee shall apply such proceeds as provided in clause (Dii) all of the preceding sentence. Grantee will have no obligation to see to the proper application of any insurance proceeds and other funds provided by Mortgagor for the restoration are released under escrow and construction funding arrangements reasonably satisfactory paid over to MortgageeGrantor, (E) the repair or restoration nor will return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty, (F) in the event the any such proceeds of insurance are insufficient to pay by themselves for the restoration (as determined in good faith by Mortgagee), Mortgagor shall, prior to the commencement of any restoration work, deposit with Mortgagee within fifteen (15) days after the date on which the proceeds of insurance are received by Mortgagee such additional funds as in the good faith opinion of Mortgagee are necessary to complete the restoration; (G) Mortgagor undertakes and covenants and agrees (in writing) with Mortgagee to fund any and all deficiencies within fifteen (15) days after being notified in writing thereof and prior to the distribution of any further insurance proceeds, so that at all times the funds held by Mortgagee and remaining to be disbursed for purposes of the restoration shall be sufficient to complete the work; (H) the annual income from the Leases that are in existence as of the date hereof Grantee bear interest or executed in accordance with the provisions of this Mortgage and that will survive the restoration or repair of the Property produce a Debt Service Coverage Ratio of not less than 1.2 to 1.0, and Mortgagor demonstrates to Mortgagee’s reasonable satisfaction that Mortgagor will be able to attain Debt Service Coverage Ratio of at least 1.2 to 1.0 from Leases that are in existence as of the date hereof or executed in accordance with the provisions of this Mortgage within six (6) months after completion of the restoration; and (I) if any site plan amendment, variance, special use permit or other similar special approval or consent is required from any government authority or any other Person for such repair or restoration, Mortgagor shall obtain and deliver to Mortgagee such site plan amendment, variance, special use permit or other similar special approval or consent within one hundred eighty (180) days following such casualty or damage (but such one hundred eighty (180) day time period shall in all respects be subject to any other charge for the foregoing provisions benefit of this Section 4.5(d) and shall not extend or otherwise modify any time periods in such foregoing provisions)Grantor. Mortgagee Grantee may, prior to the application of insurance proceeds, commingle them with MortgageeGrantee’s own funds and otherwise act with regard to such proceeds as Mortgagee Grantee may determine in MortgageeGrantee’s sole discretion. If Mortgagee applies the insurance proceeds to the Secured Obligations due to the failure of the conditions under clause (H) of this Section 4.5(d) to be satisfied, then Mortgagor may, upon written notice delivered to Mortgagee within thirty (30) days following such application of the insurance proceeds to the Secured Obligations, elect to prepay the full principal amount of the Loan and all other amounts due under the Loan Documents, together with all accrued but unpaid interest thereon, and all other Secured Obligations, without any prepayment premium or penalty, such prepayment to be made within one-hundred eighty (180) days following such application of the insurance proceeds; provided, however, that Mortgagor continues to pay and fulfill all of Mortgagor’s obligations under this Note, the Mortgage and the other Loan Documents up to and including the date of such full prepayment. Notwithstanding the foregoing provisions of this Section 4.5, in the event the insurance proceeds are less than $250,000 and there does not exist any Default or Event of Default, then (i) Mortgagor may compromise or settle the claim for such proceeds, (ii) the proceeds shall be paid directly to Mortgagor and (iii) Mortgagor shall undertake and complete the repair or restoration of the Property so as to return the Property to substantially the same size, design and utility as existed immediately prior to the damage or casualty and shall fund any deficiency in the event such proceeds are insufficient to complete such repair or restoration.