Common use of Application of Insurance and Condemnation Proceeds Clause in Contracts

Application of Insurance and Condemnation Proceeds. If any Event of Loss shall occur with respect to the Project or any other asset of any Loan Party, the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Proceeds") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement.

Application of Insurance and Condemnation Proceeds. If any Event of Loss shall occur with respect to the Project or any other asset of any Loan Party, the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the Any proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Proceeds") or condemnation received as a result of a casualty or taking shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds AccountMortgage. In the event that Agent shall make available to Borrower the proceeds of any fire or other casualty insurance or condemnation actually paid to Agent in respect of such damage or destruction of the Improvements (after deducting therefrom any sums retained by Agent in reimbursement for a period costs of ninety (90collection) days after any Loss Proceeds are deposited to pay the cost of restoration, as provided in the Company's Funds AccountMortgage, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss ProceedsBorrower shall, then the Company and shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and diligently enforce its rights, if any, under the Project Liquidity Reserve Account Documents to prepay cause the Bank LoansAgency to, proceed promptly with the Second Mortgage Notes and work of restoration of the FF&E Facility Improvements or any other improvements located at the Mall in accordance with the Bank Credit Plans and shall prosecute the work of restoration diligently to completion. Except as otherwise provided in the Mortgage with respect to insurance proceeds in an amount less than $3,000,000, all insurance proceeds shall be held by Agent to secure payment of Borrower's obligations under this Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, Security Documents and disbursed in each case, accordance with the procedures and subject to the Project Lenders Intercreditor conditions specified in this Agreement and the FF&E Intercreditor AgreementMortgage for the disbursement of Loan proceeds. If any Event of Default or payment Default shall occur prior to completion of such work of restoration, then Agent, at its option, may apply such insurance or condemnation proceeds in payment of sums due under this Agreement or on the Notes or any of the Security Documents, in such order as Agent may elect in its sole discretion. Any insurance or condemnation proceeds remaining after restoration of the Improvements is completed shall be, (a) if completion of such restoration occurs prior to the Completion Date, at Agent's election, applied in prepayment of the principal amount of the Loans, in the inverse order of maturity if payable in installments, or paid over to Borrower or (b) if such completion of restoration occurs after the Completion Date, paid over to Borrower.

Application of Insurance and Condemnation Proceeds. If (a) As a material inducement to the Lenders to enter into this Agreement, if any Event of Loss shall occur with respect to the Project Borgata or any other asset of any Loan Partypart thereof, the Company Credit Parties (i) shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its their respective rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, includingand (ii) shall not, without limitationconsent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), under compromise or settle any insurance policy required to be maintained hereunder. claim involving an amount in excess of $15,000,000 per claim. (b) All amounts awards, amounts, damages, compensation, payments, settlements and proceeds (including instruments) in respect of any Event of Loss, Loss including the proceeds of any insurance policy required to be maintained by the Company Credit Parties hereunder (other than business interruption insurance) and awards or settlements from any condemnation (collectively, "“Loss Proceeds"”) shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly relating to a single loss or series of related losses (i) in an aggregate amount of $15,000,000 or less shall be retained by the applicable Credit Party for the restoration, repair or replacement of the property with respect to which such Loss Proceeds were received, (ii) in an aggregate amount of more than $15,000,000 but less than $50,000,000 shall be used to repay the Revolving Loans, with availability on the Revolving Loan in the amount of such payment limited to the Disbursement restoration, repair or replacement of the property with respect to which such Loss Proceeds were received (and after application to the entire outstanding balance of the Revolving Loan shall be paid to the Administrative Agent and held as cash collateral pending use of such cash collateral for deposit the repair or replacement of such property); provided, that if the Credit Parties shall not have commenced, or executed binding agreements to commence, such restoration, repair or replacement within 12 months of the date of such Event of Loss, the Revolving Commitment shall be permanently reduced by the amount of such Loss Proceeds, and (iii) in an aggregate amount of $50,000,000 or more shall be paid to the Company's Funds Account. Administrative Agent, to be held as cash collateral pending use of such cash collateral as requested by the applicable Credit Party with the consent of the Required Lenders (which consent shall not be unreasonably withheld or delayed), or absent such consent, application of such cash collateral to the Loans. (c) If any Loss Proceeds required to be used to repay Revolving Loans or paid to the Administrative Agent pursuant to this Section 6.17 are paid directly to the Company, any affiliate of the Company a Credit Party or any Funding Agent or Lender Affiliate of any of a Credit Party by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements Authority or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Administrative Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, Person and (iii) the Company or such other Person shall pay (or, if applicable, the Company Credit Party shall cause such of its affiliates Person to pay) such Loss Proceeds over to the Disbursement Administrative Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement).

Application of Insurance and Condemnation Proceeds. If any So long as no Default or Event of Loss Default shall occur with respect to have occurred and remain outstanding as of the Project or any other asset date of Investment Manager's receipt of any Loan Party, the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Casualty Proceeds") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, : (i) Except as may otherwise be provided in any intercreditor or subordination agreement between Investment Manager and another creditor of Borrowers, in the event of any loss or damage to any item of Equipment by condemnation, fire or other casualty, if the Casualty Proceeds relating to such Loss Proceeds shall be received in trust for condemnation, fire or other casualty exceed $100,000, the Disbursement Agent, applicable Borrower may elect (by delivering written notice to Investment Manager within ten (10) Business Days following Investment Manager's receipt of such Casualty Proceeds) to replace or repair such item of Equipment. (ii) In the event of any loss or damage to any Real Estate leased by the a Borrower by condemnation, fire or other casualty, such Loss Borrower may use the Casualty Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in manner required or permitted by the Company's Funds Accountlease agreement relating thereto. In the event that for of any loss or damage to any Real Estate owned by a period Borrower by condemnation, fire or other casualty, if the Casualty Proceeds relating to such condemnation, fire or other casualty exceed $100,000, and so long as such Borrower has sufficient business interruption insurance to replace the lost profits of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Accountfacilities affected by the condemnation, the Company is not permitted pursuant fire or other casualty, such Borrower may elect to the terms hereof to obtain Advances of repair or replace such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each caseReal Estate, subject to the Project Lenders Intercreditor Agreement following terms: (1) If such Borrower reasonably determines that the Real Estate may be repaired to substantially the same condition of the Real Estate prior to the condemnation, fire or other casualty, such Borrower may elect to repair the Real Estate by delivering written notice to Investment Manager within thirty (30) days following Investment Manager's receipt of such Casualty Proceeds. (2) Such Borrower may elect to replace the Real Estate owned by such Borrower only on terms and conditions satisfactory to Investment Manager in its sole discretion. If a Default or an Event of Default shall have occurred and remain outstanding as of the FF&E Intercreditor Agreementdate of Investment Manager's receipt of any Casualty Proceeds, or if the Borrower does not or cannot elect to use the Casualty Proceeds in the manner set forth in paragraphs (i) or (ii) above, Investment Manager may, subject to the terms of any intercreditor or subordination agreement between Investment Manager and another creditor of Borrowers, and subject to the rights of any holder of a Permitted Encumbrance having priority over the security interests of Investment Manager, apply the Casualty Proceeds to the payment of the Obligations in such manner and in such order as Investment Manager may elect in its sole discretion.

Application of Insurance and Condemnation Proceeds. If (a) As a material inducement to the Lenders to enter into this Agreement, if any Event of Loss shall occur with respect to the Project Complex or any other asset of any Loan Partypart thereof, the Company Borrower shall and shall cause each other Loan Party (ax) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Administrative Agent, and (by) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental AuthoritiesInstrumentalities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, includingand (z) not, without limitationconsent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), under compromise or settle any insurance policy required to be maintained hereunder. claim involving an amount in excess of $100,000 per claim. (b) All amounts awards, amounts, damages, compensation, payments, settlements and proceeds (including instruments) in respect of any Event of Loss, Loss including the proceeds of any insurance policy required to be maintained by the Company Borrower hereunder and awards or settlements from any condemnation (collectively, "Loss Proceeds") shall be applied as provided in this Section, subject, however, to the applicable provisions of the Reciprocal Easement Agreement. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities Instrumentalities or other payors directly to the Disbursement Administrative Agent for deposit in the Company's Funds Loss Proceeds Account. If any Loss Proceeds are paid directly to the CompanyBorrower, any affiliate other Aladdin Party, LCNI, London Clubs Holdings or London Clubs or 127 any Affiliate of any of the Company or any Funding Agent or Lender foregoing by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements Instrumentality or such other payor, (ix) such Loss Proceeds shall be received in trust for the Disbursement Administrative Agent, (iiy) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, Person and (iiiz) the Company or such other Person shall pay (or, if applicable, the Company Borrower shall cause such of its affiliates the Aladdin Parties or, if applicable, LCNI, London Clubs Holdings or London Clubs to pay) such Loss Proceeds over to the Disbursement Administrative Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Loss Proceeds Account. In the event that for a period of ninety (90) 60 days after any Loss Proceeds are deposited in the Company's Funds Loss Proceeds Account, the Company Borrower is not permitted pursuant to the terms hereof of the Disbursement Agreement to obtain Advances of such Loss Proceeds, then the Company Borrower shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility Loans in accordance with the Bank Credit this Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreementsubject, respectivelyhowever, in each case, subject to the Project Lenders Intercreditor Agreement and applicable provisions of the FF&E Intercreditor Reciprocal Easement Agreement.

Application of Insurance and Condemnation Proceeds. If any Event of Loss shall occur with respect to the Project or any other asset of any Loan Party, the Company shall and shall cause each other Loan Party (a) promptly Collection and Application of Insurance and Condemnation Proceeds Generally. This Paragraph 10 shall govern the application of proceeds received by BNPLC or NAI during the Term from any third party (1) as compensation for any restriction placed upon discovery the use or receipt development of notice thereof to provide written notice thereof the Property or for the condemnation of the Property or any portion thereof, or (2) because of any judgment, decree or award for injury or damage to the Disbursement AgentProperty (e.g.,damage resulting from a third party's release of Hazardous Materials onto the Property); excluding, and (b) diligently however, any funds paid to pursue all its rights BNPLC by BNPLC's Parent, by an Affiliate of BNPLC or by any Participant that is made to compensation against all relevant insurerscompensate BNPLC for any Losses BNPLC may suffer or incur in connection with this Land Lease or the Property. NAI will promptly pay over to BNPLC any insurance, reinsurers and/or Governmental Authoritiescondemnation or other proceeds covered by this Paragraph 10 which NAI may receive from any insurer, as applicable, in respect of such event to the extent that the Company condemning authority or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunderother third party. All amounts and proceeds (including instruments) in respect of any Event of Losscovered by this Paragraph 10, including the proceeds of any insurance policy required to be maintained those received by the Company hereunder (collectivelyBNPLC from NAI or third parties, "Loss Proceeds") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, follows: (i) such Loss Proceeds shall First, proceeds covered by this Paragraph 10 will be received in trust used to reimburse BNPLC for any costs and expenses, including Attorneys' Fees, that BNPLC incurred to collect the Disbursement Agent, proceeds. (ii) Second, the proceeds remaining after such Loss reimbursement to BNPLC (hereinafter, the "REMAINING PROCEEDS") will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse NAI or BNPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPLC are applied by BNPLC as a Qualified Prepayment or applied by BNPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 10, BNPLC shall hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account shall be segregated from other funds of the Company or such other Person, added to and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for made a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances part of such Loss Escrowed Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement.

Application of Insurance and Condemnation Proceeds. If (a) As a material inducement to the Lenders to enter into this Agreement, if any Event of Loss shall occur with respect to any Improvements on the Project Surplus Parcels or the Permanent Casino Complex, or any other asset of any Loan Partypart thereof, the Company Greektown Holdings and its Subsidiaries shall and shall cause each other Loan Party (ax) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Administrative Agent, and (by) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental AuthoritiesInstrumentalities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, includingand (z) not, without limitationconsent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), under compromise or settle any insurance policy required to be maintained hereunder. claim involving an amount in excess of $2,000,000 per claim. (b) All amounts awards, amounts, damages, compensation, payments, settlements and proceeds (including instruments) in respect of any Event of Loss, Loss including the proceeds of any insurance policy required to be maintained by the Company Greektown Holdings or its Subsidiaries hereunder and awards or settlements from any condemnation (collectively, "“Loss Proceeds"”) shall be applied as provided in this Sectionclause (b); subject, however, to the applicable provisions of the Mortgage, the Realty Equity Mortgage, the TGCP Mortgage, the Development Agreement and/or the Trappers Alley Lease. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by and disbursed in accordance with the insurers, reinsurers, Governmental Authorities or other payors directly to terms of Section 3.4 of the Disbursement Agent for deposit in the Company's Funds AccountMortgage. If any Loss Proceeds are paid directly to the CompanyGreektown Holdings, any affiliate of its Subsidiaries, Kewadin, Monroe or the Authority or any Affiliate of any of the Company or any Funding Agent or Lender foregoing by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements Instrumentality or such other payor, (ix) such Loss Proceeds shall be received in trust for the Disbursement Agentapplication in accordance with this Section, (iiy) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, Person and (iiiz) if required under Section 3.4 of the Company or Mortgage, such other Person shall pay (or, if applicable, the Company Greektown Holdings shall cause such of its affiliates Person to pay) such Loss Proceeds over to the Disbursement Administrative Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreementaccount.

Application of Insurance and Condemnation Proceeds. If any So long as no Default or Event of Loss Default shall occur with respect to have occurred and remain outstanding as of the Project or any other asset date of Investment Manager’s receipt of any Loan Party, the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Casualty Proceeds") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, : (i) Except as may otherwise be provided in any intercreditor or subordination agreement between Investment Manager and another creditor of the Borrowers, in the event of any loss or damage to any item of Equipment by condemnation, fire or other casualty, if the Casualty Proceeds relating to such Loss Proceeds shall be received in trust for condemnation, fire or other casualty exceed $100,000, the Disbursement Agent, applicable Borrower may elect (by delivering written notice to Investment Manager within ten (10) Business Days following Investment Manager’s receipt of such Casualty Proceeds) to replace or repair such item of Equipment. (ii) In the event of any loss or damage to any Real Estate leased by a Borrower by condemnation, fire or other casualty, such Loss Borrower may use the Casualty Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in manner required or permitted by the Company's Funds Accountlease agreement relating thereto. In the event that for of any loss or damage to any Real Estate owned by a period Borrower by condemnation, fire or other casualty, if the Casualty Proceeds relating to such condemnation, fire or other casualty exceed $100,000, and so long as such Borrower has sufficient business interruption insurance to replace the lost profits of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Accountfacilities affected by the condemnation, the Company is not permitted pursuant fire or other casualty, such Borrower may elect to the terms hereof to obtain Advances of repair or replace such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each caseReal Estate, subject to the Project Lenders Intercreditor Agreement following terms: (1) If such Borrower reasonably determines that the Real Estate may be repaired to substantially the same condition of the Real Estate prior to the condemnation, fire or other casualty, such Borrower may elect to repair the Real Estate by delivering written notice to Investment Manager within thirty (30) days following Investment Manager’s receipt of such Casualty Proceeds. (2) Such Borrower may elect to replace the Real Estate owned by such Borrower only on terms and conditions satisfactory to Investment Manager in its sole discretion. If a Default or an Event of Default shall have occurred and remain outstanding as of the FF&E Intercreditor Agreementdate of Investment Manager’s receipt of any Casualty Proceeds, or if a Borrower does not or cannot elect to use the Casualty Proceeds in the manner set forth in paragraphs (i) or (ii) above, Investment Manager may, subject to the terms of any intercreditor or subordination agreement between Investment Manager and another creditor of the Borrowers, and subject to the rights of any holder of a Permitted Encumbrance having priority over the security interests of Investment Manager, apply the Casualty Proceeds to the payment of the Obligations in such manner and in such order as Investment Manager may elect in its sole discretion.

Application of Insurance and Condemnation Proceeds. If any (a) Collection of Insurance and Condemnation Proceeds Generally. Subject to BNPLC's rights under this Paragraph 11, and so long as no CMA Termination Event shall have occurred and no Event of Loss Default shall occur have occurred and be continuing, FCI shall be entitled to use all property insurance and condemnation proceeds payable with respect to the Project Property during the Term for the restoration and repair of the Property or any other asset remaining portion thereof. Except as provided in the last sentence of any Loan Partysubparagraph 10.(b) and the last sentence of subparagraph 10.(d), the Company shall all insurance and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof condemnation proceeds received with respect to the Disbursement Agent, and Property (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, including proceeds payable under any insurance policy required covering the Property which is maintained by FCI) shall be paid to BNPLC and then applied as follows: (i) First, such proceeds shall be maintained hereunder. All amounts used to reimburse BNPLC for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss REMAINING Proceeds") shall be held by BNPLC as Escrowed Proceeds and used to reimburse FCI for the actual cost of the repair, restoration or replacement of the Property. However, any Remaining Proceeds not needed for such purpose shall be applied by BNPLC as Qualified Payments, as provided in this Sectionsubparagraph 11.(c), after FCI notifies BNPLC that they are not needed for repairs, restoration or replacement. (b) Administration of Remaining Proceeds; FCI's Obligation to Restore. All Loss Any Remaining Proceeds (other than those in respect of the Aircraft Collateral which held by BNPLC as Escrowed Proceeds shall be governed deposited by BNPLC in an interest bearing account as provided in the FF&E Facility Agreement) definition of Escrowed Proceeds in the attached List of Defined Terms and shall be paid to FCI or to third parties as FCI may direct as the applicable repair, restoration or replacement progresses and upon compliance by FCI with such terms, conditions and requirements as may be reasonably imposed by BNPLC, but in no event shall BNPLC be required to pay Escrowed Proceeds to FCI in excess of the insurersactual cost to FCI of the applicable repair, reinsurersrestoration or replacement, Governmental Authorities as evidenced by invoices or other payors directly documentation reasonably satisfactory to BNPLC, it being understood that BNPLC may retain and apply any such excess as a Qualified Payment. In any event, FCI will not be entitled to any abatement or reduction of the Base Rent or any other amount due hereunder except to the Disbursement Agent for deposit extent that such excess Remaining Proceeds result in Qualified Payments which reduce Stipulated Loss Value (and thus payments computed on the basis of Stipulated Loss Value) as provided in the Company's Funds Accountdefinitions set out in the attached List of Defined Terms. If any Loss Further, notwithstanding the inadequacy of the Remaining Proceeds are paid directly held by BNPLC as Escrowed Proceeds, if any, or anything herein to the Companycontrary, FCI must, after any affiliate taking of less than all or substantially all of the Company Property by condemnation and after any damage to the Property by fire or any Funding Agent or Lender by any insurerother casualty, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, either: (i) such promptly restore or improve the Property or the remainder thereof to a value no less than sixty percent (60%) of Stipulated Loss Value (computed after the application of any Remaining Proceeds shall be received in trust for the Disbursement Agent, as a Qualified Payment) and to a reasonably safe and sightly condition; or (ii) promptly restore the Property to a reasonably safe and sightly condition and pay to BNPLC for application as a Qualified Payment the amount (if any), as determined by BNPLC, needed to reduce Stipulated Loss Value (computed after the application of such Loss amount and any available Remaining Proceeds shall be segregated from other funds as Qualified Payments) to no more than one hundred sixty-seven percent (167%) of the Company then-current market value of the Property or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreementremainder thereof.

Application of Insurance and Condemnation Proceeds. If any Event of Loss shall occur with respect to the Project Facility or any other asset of any Loan Partythe Issuer, the Company Issuer shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authoritiesgovernmental authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party Issuer has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company Issuer hereunder (collectively, "Loss ProceedsLOSS PROCEEDS") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft FF&E Collateral which shall be governed by the FF&E Facility AgreementFinancing documentation) shall be paid by the insurers, reinsurers, Governmental Authorities governmental authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Construction Disbursement Account. If any Loss Proceeds are paid directly to the CompanyIssuer, any affiliate Affiliate of the Company Issuer, the Trustee or any Funding Agent or Lender Noteholder by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements governmental authority or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company Issuer or such other Person, and (iii) the Company Issuer or such other Person shall pay (or, if applicable, the Company Issuer shall cause such of its affiliates Affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Construction Disbursement Account. In the event that for a period of ninety (90) days after any Any Loss Proceeds are deposited in the Company's Funds AccountConstruction Disbursement Account (1) prior to the Initial Operating Date, the Company is not permitted shall be disbursed to pay Project Costs pursuant to the terms hereof requirements of SECTION 4 hereof; (2) after the Initial Operating Date, shall be disbursed to obtain Advances pay for or reimburse Premier for the actual cost of such a permitted use of the Net Loss ProceedsProceeds as provided in the Indenture; or (3) at any time, then the Company shall use all other such proceeds and be applied (together with funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Interest Reserve Account Account) to prepay or redeem the Bank Loans, the Second First Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor AgreementIndenture.

Application of Insurance and Condemnation Proceeds. If (a) As a material inducement to the Lenders to enter into this Agreement, if any Event of Loss shall occur with respect to the Project Temporary Casino Complex, any Improvements on the Surplus Parcels, the Trappers Alley Parcel or the Development Parcels or the Permanent Casino Complex (as applicable) or any other asset of any Loan Partypart thereof, the Company Greektown Holdings and its Subsidiaries shall and shall cause each other Loan Party (ax) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Administrative Agent, and (by) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental AuthoritiesInstrumentalities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, includingand (z) not, without limitationconsent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), under compromise or settle any insurance policy required to be maintained hereunder. claim involving an amount in excess of $2,000,000 per claim. (b) All amounts awards, amounts, damages, compensation, payments, settlements and proceeds (including instruments) in respect of any Event of Loss, Loss including the proceeds of any insurance policy required to be maintained by the Company Greektown Holdings or its Subsidiaries hereunder and awards or settlements from any condemnation (collectively, "“Loss Proceeds"”) shall be applied as provided in this Sectionclause (b); subject, however, to the applicable provisions of the Mortgage, the Realty Equity Mortgage, the TGCP Mortgage, the Development Agreement and/or the Trappers Alley Lease. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by and disbursed in accordance with the insurers, reinsurers, Governmental Authorities or other payors directly to terms of Section 3.4 of the Disbursement Agent for deposit in the Company's Funds AccountMortgage. If any Loss Proceeds are paid directly to the CompanyGreektown Holdings, any affiliate of its Subsidiaries, Kewadin, Monroe or the Authority or any Affiliate of any of the Company or any Funding Agent or Lender foregoing by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements Instrumentality or such other payor, (ix) such Loss Proceeds shall be received in trust for the Disbursement Agentapplication in accordance with this Section, (iiy) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, Person and (iiiz) if required under Section 3.4 of the Company or Mortgage, such other Person shall pay (or, if applicable, the Company Greektown Holdings shall cause such of its affiliates Person to pay) such Loss Proceeds over to the Disbursement Administrative Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreementaccount.

Application of Insurance and Condemnation Proceeds. If any So long as no Default or Event of Loss Default shall occur with respect to have occurred and remain outstanding as of the Project or any other asset date of Investment Manager’s receipt of any Loan Party, the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Casualty Proceeds") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, : (i) Except as may otherwise be provided in any intercreditor or subordination agreement between Investment Manager and another creditor of Borrower, in the event of any loss or damage to any item of Equipment by condemnation, fire or other casualty, if the Casualty Proceeds relating to such Loss Proceeds shall be received in trust for the Disbursement Agentcondemnation, fire or other casualty exceed $100,000, Borrower may elect (by delivering written notice to Investment Manager within ten (10) Business Days following Investment Manager’s receipt of such Casualty Proceeds) to replace or repair such item of Equipment. (ii) such Loss In the event of any loss or damage to any Real Estate leased by Borrower by condemnation, fire or other casualty, Borrower may use the Casualty Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in manner required or permitted by the Company's Funds Accountlease agreement relating thereto. In the event that for a period of ninety (90) days after any Loss loss or damage to any Real Estate owned by Borrower by condemnation, fire or other casualty, if the Casualty Proceeds are deposited in relating to such condemnation, fire or other casualty exceed $100,000, and so long as Borrower has sufficient business interruption insurance to replace the Company's Funds Accountlost profits of the facilities affected by the condemnation, the Company is not permitted pursuant fire or other casualty, Borrower may elect to the terms hereof to obtain Advances of repair or replace such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each caseReal Estate, subject to the Project Lenders Intercreditor Agreement following terms: (1) If Borrower reasonably determines that the Real Estate may be repaired to substantially the same condition of the Real Estate prior to the condemnation, fire or other casualty, Borrower may elect to repair the Real Estate by delivering written notice to Investment Manager within thirty (30) days following Investment Manager’s receipt of such Casualty Proceeds. (2) Borrower may elect to replace the Real Estate owned by Borrower only on terms and conditions satisfactory to Investment Manager in its sole discretion. If a Default or an Event of Default shall have occurred and remain outstanding as of the FF&E Intercreditor Agreementdate of Investment Manager’s receipt of any Casualty Proceeds, or if the Borrower does not or cannot elect to use the Casualty Proceeds in the manner set forth in paragraphs (i) or (ii) above, Investment Manager may, subject to the terms of any intercreditor or subordination agreement between Investment Manager and another creditor of Borrower, and subject to the rights of any holder of a Permitted Encumbrance having priority over the security interests of Investment Manager, apply the Casualty Proceeds to the payment of the Obligations in such manner and in such order as Investment Manager may elect in its sole discretion.

Application of Insurance and Condemnation Proceeds. If (a) As a material inducement to the Lenders to enter into this Agreement, if any Event of Loss shall occur with respect to the Project Real Property Collateral or any other asset of any Loan Partypart thereof, the Company Obligors shall and shall cause each other Loan Party (ax) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Administrative Agent, and (by) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental AuthoritiesInstrumentalities, as applicable, in respect of such event and (z) not, without consent of the Administrative Agent and the Lenders (which consent shall not be unreasonably withheld or delayed), compromise or settle any claim involving an amount in excess of $100,000 per claim or such lesser amount applicable to the extent that Second Lien Collateral under the Company or such Prepetition Loan Party has a reasonable basis for a claim for compensation or reimbursementAgreement. (b) All awards, includingamounts, without limitationdamages, under any insurance policy required to be maintained hereunder. All amounts compensation, payments, settlements and proceeds (including instruments) in respect of any Event of Loss, Loss including the proceeds of any insurance policy required to be maintained by the Company Obligors hereunder and awards or settlements from any condemnation (collectively, "“Loss Proceeds"”) shall be applied as provided a Mandatory Prepayment in this Section. All Loss Proceeds accordance with item (other than those in respect iii) of the Aircraft Collateral which shall be governed by the FF&E Facility Agreementclause (b) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Accountof Section 3.1.1 hereof within two (2) Business Days of receipt thereof. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender Obligor by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements Instrumentality or such other payor, (ix) such Loss Proceeds shall be received in trust for the Disbursement Agentapplication in accordance with this Section, (iiy) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, Person and (iiiz) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Administrative Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement).

Application of Insurance and Condemnation Proceeds. If any Event of Loss shall occur with respect to the Project or any other asset of any Loan Partypart thereof, the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental AuthoritiesInstrumentalities, as applicable, in respect of such event to and (c) comply with all of its obligations under Articles XI and XII of the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunderCooperation Agreement. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Proceeds") shall be applied as provided in this SectionSection 5.20. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities Instrumentalities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental AuthorityInstrumentality, any landlord or grantor under "Trustee" (pursuant to and as defined in the Affiliate Real Estate Agreements Cooperation Agreement) or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then (i) the amount of such proceeds that is reasonably allocable to the HVAC Component shall be applied in accordance with the HVAC Services Agreement and (ii) the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Interim Mall Loan and the Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Interim Mall Credit Agreement and the Mortgage Notes Indenture and the FF&E Facility AgreementIndenture, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement.

Application of Insurance and Condemnation Proceeds. If any Event of Loss shall occur with respect to the Phase II Project or any other asset part thereof, each of any Loan Party, the Company Phase II Mall Borrowers and LCR shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, each Funding Agent and, if required under the Phase II Mall Purchase Agreement, the Phase II Mall Buyer and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental AuthoritiesInstrumentalities, as applicable, in respect of such event and (c) comply with the applicable provisions of the Phase II Mall Purchase Agreement and (to the extent that applicable) the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, obligations under any insurance policy required to be maintained hereunderArticles X and XI of the Cooperation Agreement. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company LCR, Phase II Mall Holding or Phase II Mall Subsidiary hereunder (collectively, "“Loss Proceeds"”) shall be applied as provided in this SectionSection 5.13 and, to the extent such Loss Proceeds are allocable to the Phase II Mall, in accordance with Article 18 of the Phase II Mall Purchase Agreement. Loss Proceeds shall be allocated pro rata between the Phase II Hotel/Casino and the Phase II Mall based on the respective losses or damages related to each in respect of which such Loss Proceeds have been received. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities Instrumentalities or other payors directly to the Disbursement Agent for deposit in (x) with respect to Loss Proceeds allocated to the Company's Funds Phase II Hotel/Casino, the Phase II Hotel/Casino Equity Account and (y) with respect to Loss Proceeds allocated to the Phase II Mall, the Phase II Mall Equity Account. If any Loss Proceeds are paid directly to the CompanyLCR, any affiliate Affiliate of the Company or LCR, any Funding Agent or any Lender by any insurer, reinsurer, Governmental AuthorityInstrumentality, any landlord or grantor under “Trustee” (pursuant to and as defined in the Affiliate Real Estate Agreements Cooperation Agreement) or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company LCR or such other Person, and (iii) the Company LCR or such other Person shall pay (or, if applicable, the Company LCR shall cause such of its affiliates Affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds AccountAccounts specified in clauses (x) and (y) above. In the event that either (A) for a period of ninety (90) days after any Loss Proceeds are deposited in such Accounts, LCR and the Company's Funds Account, the Company is Phase II Mall Borrowers are not permitted pursuant to the terms hereof to obtain Advances of any portion of such Loss ProceedsProceeds or (B) for so long as the Mortgage Notes Indenture shall be in effect, any such Loss Proceeds are not permitted to be used to rebuild, restore, repair or replace the Phase II Project pursuant to Section 4.11 of the Mortgage Notes Indenture, then (I) with respect to Loss Proceeds allocated to the Company Phase II Hotel/Casino, LCR shall use all other cause such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility be used make prepayments in accordance with the Bank Credit AgreementAgreement and (II) with respect to Loss Proceeds allocated to the Phase II Mall, the Second Mortgage Notes Indenture and Phase II Mall Borrowers shall use such proceeds in accordance with the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Phase II Mall Construction Loan Agreement.

Application of Insurance and Condemnation Proceeds. If (a) As a material inducement to the Lenders to enter into this Agreement, if any Event of Loss shall occur with respect to the Project Borgata or any other asset of any Loan Partypart thereof, the Company Credit Parties (i) shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its their respective rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, includingand (ii) shall not, without limitationconsent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), under compromise or settle any insurance policy required to be maintained hereunder. claim involving an amount in excess of $15,000,000 per claim. (b) All amounts awards, amounts, damages, compensation, payments, settlements and proceeds (including instruments) in respect of any Event of Loss, Loss including the proceeds of any insurance policy required to be maintained by the Company Credit Parties hereunder (other than business interruption insurance) and awards or settlements from any condemnation (collectively, "“Loss Proceeds"”) shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly relating to a single loss or series of related losses (i) in an aggregate amount of $15,000,000 or less shall be retained by the applicable Credit Party for the restoration, repair or replacement of the property with respect to which such Loss Proceeds were received, (ii) in an aggregate amount of more than $15,000,000 but less than $50,000,000 shall be used to repay the Revolving Loans (to the Disbursement Agent for deposit extent of the Outstanding Amount), with availability under the Revolving Credit Facility in the Company's Funds Account. amount of such payment limited to the restoration, repair or replacement of the property with respect to which such Loss Proceeds were received (and after application to the Outstanding Amount of Revolving Loans shall be paid to the Administrative Agent and held as cash collateral pending use of such cash collateral for the repair or replacement of such property); provided that if the Credit Parties shall not have commenced, or executed binding agreements to commence, such restoration, repair or replacement within 12 months of the date of receipt of such funds, the Revolving Credit Facility shall be permanently reduced by the amount of such Loss Proceeds that have not been applied to repair or replace property and after application to the Outstanding Amount of Revolving Loans and the cash collateralization of any outstanding Letters of Credit, any excess cash collateral shall be returned to the Borrower, and (iii) in an aggregate amount of $50,000,000 or more shall be paid to the Administrative Agent, to be held as cash collateral pending use of such cash collateral as requested by the applicable Credit Party with the consent of the Required Revolving Lenders (which consent shall not be unreasonably withheld or delayed), or absent such consent, application of such cash collateral pursuant to Section 2.07. (c) If any Loss Proceeds required to be used to repay Loans or paid to the Administrative Agent pursuant to this Section 6.17 are paid directly to the Company, any affiliate of the Company a Credit Party or any Funding Agent or Lender Affiliate of any of a Credit Party by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements Authority or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Administrative Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, Person and (iii) the Company or such other Person shall pay (or, if applicable, the Company Credit Party shall cause such of its affiliates Person to pay) such Loss Proceeds over to the Disbursement Administrative Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement).

Application of Insurance and Condemnation Proceeds. If any Event (a) All compensation, awards, proceeds, damages, claims, insurance recoveries, condemnation awards, rights of Loss shall occur action and payments (collectively "Payments") which Trustor may receive or to which Trustor may become entitled with respect to the Project Trust Estate or any other asset part thereof in the event of any Loan Partydamage or injury to or a partial or total condemnation or taking of the Trust Estate, the Company shall be paid over to Beneficiary and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Proceeds") shall be applied first toward reimbursement of all costs and expenses of Beneficiary in connection with the recovery of the same, and then shall be applied and disbursed as provided in this SectionSection 1.15. All Loss Proceeds (other than those in Beneficiary is not entitled to receive any Payments with respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in New Improvements.‌ (b) Trustor shall have the Company's Funds Account. If option to utilize any Loss Proceeds are paid directly remaining proceeds from the Payments to restore the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Trust Estate Agreements or such other payor, so long as: (i) such Loss Proceeds shall be received in trust for no uncured Event of Default exists under the Disbursement Agent, Loan Documents (excluding the JPA Non-Curable Events of Default); (ii) such Loss Proceeds shall be segregated from other funds Beneficiary, in its reasonable discretion, determines that the restoration of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of Trust Estate would be completed at least ninety (90) days after prior to the Maturity Date of the Note; (iii) any Loss Proceeds are deposited excess of said Payments above the amount necessary to complete such restoration or rebuilding shall be applied, without prepayment premium, as provided in the CompanyNote; (iv) construction and completion of the restoration and rebuilding of the Trust Estate shall be completed in accordance with plans, drawings and cost estimates (the "Plans") submitted to and approved by Beneficiary in its reasonable discretion, which Plans shall not be substantially modified, changed or revised without Beneficiary's Funds Accountprior written consent (which shall not be unreasonably withheld) and shall be in conformity with all governmental regulations, including building, zoning, land use and environmental regulations. If Beneficiary at any time reasonably determines that the Company is Payments deposited with Beneficiary will not permitted be sufficient to complete restoration of the Trust Estate pursuant to the terms hereof Plans, free and clear of all liens except the lien of this Deed of Trust, Beneficiary may withhold disbursement of the funds until such time as Trustor or Borrower with their own funds have completed a sufficient amount of the restoration so that the insurance proceeds will be sufficient to obtain Advances of such Loss Proceedscomplete the work. (c) If less than all the conditions in Subsection 1.17(b) above are either satisfied or waived by Beneficiary, then such Payments shall be applied to the Company payment or prepayment of any indebtedness secured hereby in such order as Beneficiary may determine. (d) Any application of the payments or any portion thereof to any indebtedness secured hereby shall not be construed to cure or waive any Event of Default hereunder or invalidate any act done pursuant to any such Event of Default. (e) Notwithstanding anything to the contrary contained herein, if the zoning, building or any land use ordinances then in effect governing the Property do not permit the rebuilding or restoration of all other the Property which has been damaged or destroyed, then Trustor hereby agrees that any payment shall be applied to the payment or prepayment of any indebtedness secured hereby in such proceeds order as Beneficiary may determine in its sole discretion, except, that, Beneficiary agrees that Trustor may restore any Improvements which are a non- conforming use so long as the necessary permits are issued for such restoration.‌ (f) Any funds to be applied to repair or restoration under this Section 1.15 shall be held and funds on deposit in the Completion Guaranty Deposit Account administered by Beneficiary and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility disbursed in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreementreasonable procedures.

Application of Insurance and Condemnation Proceeds. All insurance proceeds received by the Owner pursuant to Section 5.04(i) or (ii) of this Agreement and all condemnation proceeds received by the Owner as the result of the condemnation of all or any portion of the Project shall be applied by the Owner to the restoration of the Project or for prepayment of the Loan as provided in this Agreement. If any Event portion of Loss the Project is condemned or destroyed or damaged by fire or other casualty to such extent that proceeds from such condemnation or the claim for loss under the insurance policies required to be carried pursuant to subsection (i) or (ii) of Section 5.04 hereof resulting from such destruction or damage is $50,000 or less, the net proceeds of such condemnation or insurance proceeds resulting from such claims for losses shall occur be paid to the Owner and shall be used by the Owner to either redeem Bonds or to repair, rebuild, or restore the property damaged in the manner provided below in this Section. Unless the Owner shall have exercised its option to prepay the Bonds in full pursuant to Section 4.06 hereof, if all or any portion of the Project is condemned, destroyed or damaged (in whole or in part) by fire or other casualty to such extent that such condemnation proceeds or the claim for loss under the insurance policies required to be carried pursuant to subsection (i) or (ii) of Section 5.04 hereof resulting from such destruction or damage is greater than $50,000, the Owner shall promptly give written notice thereof to the Trustee. All net condemnation proceeds or insurance proceeds resulting from claims for losses of more than $50,000 (including the amount up to $50,000), shall, at the option of the Owner, either be used to redeem or pay Bonds in the manner provided in this Section or be held by the Trustee in a separate trust account, whereupon (i) the Owner will promptly repair, rebuild, or restore the property damaged or destroyed to substantially the same utility and condition as it existed prior to such condemnation, damage or destruction, with such changes, alterations, and modifications (including the substitution and addition of other property) as may be desired by the Owner and as will not impair the Owner's ability to operate the Project in an efficient manner or the utility of the Project, and (ii) the Trustee, upon receipt of a consulting architect's certificate that such payment is required for such purpose, will apply so much as may be necessary of the net condemnation or insurance proceeds to payment of the costs of such repair, rebuilding, or restoration as the work progresses. Notwithstanding the foregoing, the Trustee shall not disburse condemnation or insurance proceeds for reconstruction of the Project until the Owner shall have delivered to the Trustee a written certification demonstrating that during the period of reconstruction the Owner has reserved, or will otherwise have condemnation or insurance proceeds available, in an amount sufficient to accrue monthly payments to the Revenue Fund sufficient to cover the principal and interest accruing on all outstanding Bonds during such period. Any balance of such net proceeds remaining after payment of all the costs of such repair, rebuilding, or restoration shall be transferred, to the Interest Fund and applied to the payment of interest on Bonds on the next payment date or dates thereof. In the event such net proceeds are not sufficient to pay in full the costs of such repair, rebuilding, or restoration, the Owner will nonetheless complete the work thereof and will pay any costs thereof in excess of the amount of said net proceeds. The Owner shall not by reason of the payment of such excess costs be entitled to any reimbursement from the Trustee, or the owners of the Bonds or any postponement, abatement, or diminution of the payments required to be made under the Indenture. All net proceeds of condemnation or insurance resulting from claims for losses specified in the first sentences of the two preceding paragraphs may be used to redeem or pay Bonds; provided (i) all of the Bonds are to be redeemed in accordance with the Indenture upon exercise of the option to prepay the Bonds in full provided for in Article IV hereof or (ii) in the event that less than all of the Bonds are to be redeemed, the Owner shall furnish to the Trustee a consulting architect's certificate stating (i) that the property forming a part of the Project damaged or destroyed is not essential to the Owner's use or occupancy of the Project, or (ii) that Project has been restored to a condition substantially equivalent to its utility and condition prior to the damage or destruction, or (iii) that improvements have been acquired which are suitable for operation as a low-income rental housing project on the Project Site. Such other improvements shall together with the remaining improvements after the damage and destruction be of substantially the same utility as the Project prior to the damage and destruction. The Owner shall notify S&P in writing within 10 business days of any condemnation action instituted against any portion of the Project or any casualty loss, which notice shall describe the nature of the condemnation action or the extent of the damage to the Project. Notwithstanding any other provision of this Agreement to the contrary, the Owner shall certify to the Trustee within 120 days of receipt of any condemnation or insurance proceeds with respect to the Project whether it will proceed to repair, rebuild or any other asset of any Loan Party, restore the Company shall and shall cause each other Loan Party (a) promptly upon discovery Project or receipt of notice thereof to provide written notice thereof apply such proceeds to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Proceeds") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect redemption of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor AgreementBonds.

Application of Insurance and Condemnation Proceeds. If (a) All proceeds of any insurance, including without limitation, fire and extended coverage insurance covering the Mortgaged Property and all other insurable Property of the Constituent Companies, but excluding public liability and business interruption insurance, received by the Trustee under the provisions of this Indenture, any Mortgage and/or Note Agreement, or any instruments supplemental hereto or thereto, or under any policies of insurance covering the Mortgaged Property or any part thereof (except in cases where the amount of proceeds received is less than $300,000, a Default or an Event of Loss Default under this Indenture shall occur not exist, the Mortgaged Property is not impaired and the Trustee and the Note Purchasers do not deem themselves insecure with respect to the Project Liens of this Indenture or any other asset of any Loan Partythe Mortgages, in which case the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, amount payable in respect of any such event loss may be received by the appropriate Constituent Company, and if received by the appropriate Constituent Company, and if received by the Trustee shall be paid over to the appropriate Constituent Company for its use in paying for replacement or repairs of or substitutes for the damaged or destroyed Property), shall be held by the Trustee as part of the Mortgaged Property and shall be applied by the Trustee as follows: (i) if the total amount of the proceeds of such insurance received by the Trustee shall in the case of any one loss equal or exceed $300,000, and if within sixty (60) days after receipt of such proceeds a Constituent Company shall have given written notice to the Trustee and the holders of the Notes that it intends to repair, replace or restore the Mortgaged Property, such proceeds shall be paid to such Constituent Company from time to time upon delivery by such Constituent Company to the Trustee of an Officer's Certificate accompanied by an approving certificate of an architect or engineer selected by such Constituent Company and approved by the Trustee, for the purpose of paying, or reimbursing such Constituent Company for the payment of, the reasonable cost, as shown by such certificate, or repairing or replacing part or all of the Property damaged or destroyed, but only if written application is made therefor within six (6) months of the receipt of such proceeds by the Trustee, and then only for and to the extent that the Constituent Company shows by such architect's or engineer's certificate or other evidence satisfactory to the Trustee that the portion of such Loan Party has proceeds remaining on deposit with the Trustee together with any additional funds irrevocably allocated or otherwise provided for in a reasonable basis manner satisfactory to the Trustee for a claim such purpose, shall be sufficient to complete such repairs or replacements and restore the Mortgaged Property as nearly as possible to the market value and usefulness which existed immediately prior to the damage or destruction free from Liens except the Mortgage and Permitted Encumbrances. Every such application for compensation or reimbursement, including, without limitation, the payment of such insurance moneys shall state that such Constituent Company is not in default under any of the terms and provisions of this Indenture and shall be accompanied by an Opinion of Counsel to the effect that upon completion of the repair or replacement such Property will be subject to the Lien of the Mortgage, subject only to such Liens as are permitted hereunder. (ii) In the event the insurance policy required moneys shall not have been applied to one or more of the purposes specified in Section 3.9(a)(i) hereof within the six-month period provided for thereby, or if the Constituent Company shall not have given notice of its intention to repair, replace or restore the Mortgaged Property within sixty (60) days of receipt of such insurance moneys, then the Trustee shall apply such insurance moneys in a manner consistent with Section 4.2 hereof in an amount sufficient to exhaust such cash as nearly as may be upon giving the Constituent Company ten (10) days' advance notice of its intent so to do, any balance remaining after prepayment to be maintained hereunder. All amounts released to the Constituent Company. (b) Moneys received by the Trustee in connection with the release of Property, including moneys received by the Trustee by reason of the exercise of the power of eminent domain with respect to any part of the Mortgaged Property, shall be held by the Trustee as part of the Mortgaged Property and proceeds (including instrumentsshall be held and disbursed or applied in the same manner and upon the same terms and conditions as provided for in Section 3.9(a) hereof in respect of any insurance proceeds. (c) Notwithstanding the foregoing provisions of this Section 3.9, if an Event of LossDefault has occurred and is continuing to the actual knowledge of a responsible officer or employee of the Trustee, including the proceeds of any insurance policy required to be maintained all amounts received by the Company hereunder (collectively, "Loss Proceeds") Trustee under this Indenture shall be applied as in the manner provided for in this Section. All Loss Proceeds (other than those Section 6.9 hereof in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate proceeds and avails of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor AgreementMortgaged Property.