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

Application of Insurance Proceeds and Condemnation Awards. The proceeds (the "Proceeds") of any insurance policies resulting from any loss or damage to any portion of the Project resulting from fire, vandalism, malicious mischief, or any other casualty (a "Casualty"), and any awards, judgments or claims (the "Awards") resulting from the exercise of the power of condemnation or eminent domain (a "Condemnation") shall be applied, subject to the terms of the Mortgage, to rebuild and restore the Project as provided herein. Notwithstanding the foregoing, upon occurrence of any of the following events: (a) The occurrence of a Casualty as a result of which, in Lender's sole and exclusive judgment: (i) The Proceeds, together with such undisbursed portions of the Loan as are budgeted for hard costs of completion of the affected Homes and any additional funds placed by Borrower into an escrow account for such purpose, will not be sufficient to complete the affected Homes; or (ii) The affected Homes cannot be completed in accordance with the Plans on or before the applicable Closing Date; (b) The occurrence of any Condemnation after which Condemnation the Project does not, in Lender's sole and exclusive judgment, constitute a complete economic unit having equivalent value to the Project as it existed prior to the Condemnation; or (c) The occurrence of any Casualty or Condemnation after a Default has occurred hereunder, Lender may declare the balance remaining unpaid under the Loan to be due and payable forthwith and avail itself of any of the remedies as in the case of Default, including without limitation the right to collect, retain and apply as a prepayment of the Loan all Proceeds collected or claimed as a result of such Casualty and all Awards resulting from such Condemnation, after deduction of all expenses of collection and settlement, including reasonable attorneys' and adjusters' fees and charges. Upon occurrence of any other Casualty or Condemnation, the Proceeds or Awards, as the case may be, shall be applied to restore the Project as provided in Section 8.2 hereof. Any Proceeds or Awards remaining after payment in full of the Loan, as well as all other sums due Lender hereunder, shall next be paid by Lender to Borrower, without any allowance for interest thereon.

Application of Insurance Proceeds and Condemnation Awards. The proceeds (a) If either the "Proceeds") of any insurance policies resulting from any loss Insurance Proceeds or damage the Condemnation Award are equal to any portion of or greater than the Insurance Threshold Amount or the Condemnation Threshold Amount, as applicable, Administrative Agent shall adjust the Project resulting from fire, vandalism, malicious mischief, Budget to reflect any such Insurance Proceeds or any other casualty (a "Casualty"), Condemnation Award and any awards, judgments shall make the Insurance Proceeds or claims (the "Awards") resulting from the exercise of the power of condemnation or eminent domain (a "Condemnation") shall be applied, subject Condemnation Award available to the terms of the Mortgage, to rebuild and restore the Project Borrower for Restoration so long as provided herein. Notwithstanding the foregoing, upon occurrence of any each of the following events: conditions are met (a) The occurrence provided that, if at the time of a Casualty any request for disbursement of Insurance Proceeds or Condemnation Awards Borrower shall fail to satisfy such conditions, Borrower shall be entitled, except as a result of which, in Lender's sole and exclusive judgment: to clause (i) The Proceeds), to cure such failure within 30 days after Administrative Agent's refusal to make such disbursement and resubmit such request for disbursement): no Event of Default has occurred and then exists (including at any time required for any disbursements of such Insurance Proceeds or Condemnation Awards); intentionally omitted; such Insurance Proceeds or Condemnation Awards, together with such undisbursed portions additional funds deposited by Borrower with Administrative Agent and/or allocated by Borrower from the Borrower Contingency Fund are sufficient to pay for all of the Loan costs and expenses associated with the repair or restoration of the Improvements in the manner required by Section 11.01(a) or 11.02(f), as are budgeted for hard costs of applicable; if (A) such Casualty or Condemnation occurs prior to the initial completion of the affected Homes Improvements, the Improvements can be repaired, restored and any additional funds placed by Borrower into an escrow account for such purpose, will not be sufficient to complete the affected Homes; or (ii) The affected Homes cannot be completed in accordance with the Plans on or before the applicable Closing Date; (b) The occurrence of any Condemnation after which Condemnation the Project does not, in Lender's sole and exclusive judgment, constitute a complete economic unit having equivalent value prior to the Project Completion Date, or such later date as it shall be approved by the Required Lenders and (B) such Casualty or Condemnation occurs after the initial completion of the Improvements, the Improvements can be repaired or restored to substantially the condition in which they existed prior to the Condemnation; or (c) The occurrence of any such Casualty or Condemnation prior to the Extended Maturity Date; Administrative Agent (in the exercise of its reasonable discretion) and all applicable Governmental Authorities have approved the final plans and specifications for reconstruction or restoration of the damaged portion of the Improvements; Administrative Agent has approved (in the exercise of its reasonable discretion) all budgets, schedules, and architecture and construction contracts in connection with such repair or restoration; with respect to a Casualty, Administrative Agent has determined (in the exercise of its reasonable discretion) that after the reconstruction or restoration work is completed, the Loans will be In Balance; with respect to a Default partial Condemnation, Administrative Agent has occurred hereunder, Lender may declare determined (in the balance exercise of its reasonable discretion) that the remaining unpaid under Improvements are sufficient to cause the Loan Loans to be due and payable forthwith and avail itself of any of In Balance; [Intentionally Omitted]; [Intentionally Omitted]; Borrower shall commence (which shall include commencing "soft" costs activities, i.e., obtaining development approval from the remedies applicable Governmental Authorities, soliciting bid proposals, restoration planning, etc.) the Restoration as soon as reasonably practicable (but in the case of Default, including without limitation the right to collect, retain and apply as a prepayment of the Loan all Proceeds collected or claimed as a result of no event later than ninety (90) days after such Casualty and all Awards resulting from such Condemnation, after deduction of all expenses of collection and settlement, including reasonable attorneys' and adjusters' fees and charges. Upon occurrence of any other Casualty or Condemnation, the Proceeds or Awards, as the case may be, occurs) and shall be applied in any event have undertaken reasonable actions within ninety (90) days to restore obtain all necessary permits and shall within such ninety (90) days, have entered into a construction contract reasonably acceptable to Administrative Agent, and shall diligently pursue the same to completion to the reasonable satisfaction of Administrative Agent; Administrative Agent shall have received a guaranty of completion with respect to all Restoration in substantially the same form as the Completion Guaranty and otherwise reasonably satisfactory to Administrative Agent from Guarantor; the Project as provided and the use thereof after the Restoration will be in Section 8.2 hereof. Any Proceeds substantial compliance with and permitted under all Applicable Laws; such Casualty or Awards remaining after payment in full of the LoanCondemnation, as well as all other sums due Lender hereunderthe case may be, shall next be paid by Lender does not result in the permanent loss of access to the Project or the Improvements; (b) Pending disbursement to Borrower, without any allowance the Insurance Proceeds or Condemnation Awards shall be held by Administrative Agent in a Controlled Account. If the entire amount of Insurance Proceeds or a Condemnation Award are not required (i) to be made available for interest thereonthe Restoration or (ii) the conditions for Insurance Proceeds or Condemnation Awards to be made available to Borrower set forth in subsection (a) above are not satisfied and Borrower's right to cure such matters has expired, the Insurance Proceeds or Condemnation Award may (A) be retained and applied by Administrative Agent toward the payment of the Obligations not later than the end of the next Interest Period that is at least five (5) days after Borrower shall have failed to satisfy the funding conditions (subject to Borrower's cure rights), whether or not then due and payable, in such order, priority and proportions as Administrative Agent in its sole discretion shall deem proper, or (B) at the sole discretion of Administrative Agent, the same may be paid, either in whole or in part, to Borrower for such purposes and upon such conditions as Administrative Agent shall designate.

Application of Insurance Proceeds and Condemnation Awards. The proceeds (a) If either the "Proceeds") of any insurance policies resulting from any loss Insurance Proceeds or damage the Condemnation Award are equal to any portion of or greater than the Insurance Threshold Amount or the Condemnation Threshold Amount, as applicable, Administrative Agent shall adjust the Project resulting from fire, vandalism, malicious mischief, Budget to reflect any such Insurance Proceeds or any other casualty (a "Casualty"), Condemnation Award and any awards, judgments shall make the Insurance Proceeds or claims (the "Awards") resulting from the exercise of the power of condemnation or eminent domain (a "Condemnation") shall be applied, subject Condemnation Award available to the terms of the Mortgage, to rebuild and restore the Project Borrower for Restoration so long as provided herein. Notwithstanding the foregoing, upon occurrence of any each of the following events: conditions are met (aprovided that, if at the time of any request for disbursement of Insurance Proceeds or Condemnation Awards Borrower shall fail to satisfy such conditions, Borrower shall be entitled, except as to Section 11.3(a)(i), to cure such failure within ten (10) The occurrence of a Casualty as a result of which, in Lenderdays after Administrative Agent's sole refusal to make such disbursement and exclusive judgment:resubmit such request for disbursement): (i) The Proceedsno Event of Default has occurred and then exists (including at any time required for any disbursements of such Insurance Proceeds or Condemnation Awards); (ii) such Insurance Proceeds or Condemnation Awards, together with such undisbursed portions additional funds deposited by Borrower with Administrative Agent and/or allocated by Borrower from the Contingency Fund are sufficient to pay for all of the Loan as are budgeted for hard costs of completion and expenses associated with the repair or restoration of the affected Homes and any additional funds placed Improvements in the manner required by Borrower into an escrow account for such purposeSections 11.1(a) or 11.2(f), will not be sufficient to complete the affected Homes; oras applicable; (iiiii) The affected Homes cannot if (1) such Casualty or Condemnation occurs prior to the initial Completion of the Improvements, the Improvements can be repaired, restored and completed prior to the Completion Date, or such later date as shall be approved by the Required Lenders and (2) such Casualty or Condemnation occurs after the initial Completion of the Improvements, the Improvements can be repaired or restored to substantially the condition in accordance with which they existed prior to such Casualty or Condemnation prior to the Plans on or before the applicable Closing Extended Maturity Date; (biv) The occurrence Administrative Agent (in the exercise of any Condemnation after which Condemnation its reasonable discretion) and all applicable Governmental Authorities have approved the Project does not, in Lender's sole final plans and exclusive judgment, constitute a complete economic unit having equivalent value to specifications for reconstruction or restoration of the Project as it existed prior to damaged portion of the Condemnation; orImprovements; (cv) The occurrence Administrative Agent has approved (in the exercise of any Casualty its reasonable discretion) all budgets, schedules, and architecture and construction contracts in connection with such repair or Condemnation restoration; (vi) with respect to a Casualty, Administrative Agent has determined (in the exercise of its reasonable discretion) that during the reconstruction or restoration work and after the reconstruction or restoration work is completed, the Loans will be In Balance; (vii) with respect to a Default partial Condemnation, Administrative Agent has occurred hereunder, Lender may declare determined (in the balance exercise of its reasonable discretion) that the remaining unpaid under Improvements are sufficient to cause the Loan Loans to be due and payable forthwith and avail itself of any of In Balance; (viii) Borrower shall commence (which shall include commencing "soft" costs activities, i.e., obtaining development approval from the remedies applicable Governmental Authorities, soliciting bid proposals, restoration planning, etc.) the Restoration as soon as reasonably practicable (but in the case of Default, including without limitation the right to collect, retain and apply as a prepayment of the Loan all Proceeds collected or claimed as a result of no event later than ninety (90) days after such Casualty and all Awards resulting from such Condemnation, after deduction of all expenses of collection and settlement, including reasonable attorneys' and adjusters' fees and charges. Upon occurrence of any other Casualty or Condemnation, the Proceeds or Awards, as the case may be, occurs) and shall be applied in any event have undertaken reasonable actions within ninety (90) days to restore obtain all necessary permits and shall within such ninety (90) days, have entered into a construction contract reasonably acceptable to Administrative Agent, and shall diligently pursue the same to Completion to the reasonable satisfaction of Administrative Agent; (ix) Administrative Agent shall have received a guaranty of Completion with respect to all Restoration in substantially the same form as the Completion Guaranty and otherwise reasonably satisfactory to Administrative Agent from Guarantor; (x) the Project as provided and the use thereof after the Restoration will be in Section 8.2 hereof. Any Proceeds substantial compliance with and permitted under all Applicable Laws; (xi) such Casualty or Awards remaining after payment in full of the LoanCondemnation, as well as all other sums due Lender hereunderthe case may be, shall next be paid by Lender does not result in the permanent loss of access to the Project or the Improvements; (b) Pending disbursement to Borrower, without any allowance the Insurance Proceeds or Condemnation Awards shall be held by Administrative Agent in a Controlled Account. If the entire amount of Insurance Proceeds or a Condemnation Award are not required (i) to be made available for interest thereonthe Restoration or (ii) the conditions for Insurance Proceeds or Condemnation Awards to be made available to Borrower set forth in Section 11.3(a) above are not satisfied and Borrower's right to cure such matters has expired, the Insurance Proceeds or Condemnation Award may (1) be retained and applied by Administrative Agent toward the payment of the Obligations not later than the end of the next Interest Period that is at least five (5) days after Borrower shall have failed to satisfy the funding conditions (subject to Borrower's cure rights), whether or not then due and payable, in such order, priority and proportions as Administrative Agent in its sole discretion shall deem proper, or (2) at the sole discretion of Administrative Agent, the same may be paid, either in whole or in part, to Borrower for such purposes and upon such conditions as Administrative Agent shall designate.

Application of Insurance Proceeds and Condemnation Awards. The proceeds (the "Proceeds"a) Upon a Casualty (as defined in Section 9.1 above), or a Taking (as defined in Section 9.1 above), Lender may (without penalty) elect to apply as a Loan prepayment, all Proceeds of any insurance policies resulting from any loss or damage to any portion of the Project resulting from fire, vandalism, malicious mischief, or any other casualty (a "Casualty"), and any awards, judgments or claims (the "Awards") resulting from the exercise of the power of condemnation or eminent domain (a "Condemnation") shall be applied, subject to the terms of the Mortgage, to rebuild and restore the Project as provided herein. Notwithstanding the foregoing, upon occurrence of any of the following events: (a) The occurrence of a Casualty as a result of which, in Lender's sole and exclusive judgment: (i) The Proceeds, together with such undisbursed portions of the Loan as are budgeted for hard costs of completion of the affected Homes and any additional funds placed by Borrower into an escrow account for such purpose, will not be sufficient to complete the affected Homes; or (ii) The affected Homes cannot be completed in accordance with the Plans on or before the applicable Closing Date; (b) The occurrence of any Condemnation after which Condemnation the Project does not, in Lender's sole and exclusive judgment, constitute a complete economic unit having equivalent value to the Project as it existed prior to the Condemnation; or (c) The occurrence of any Casualty or Condemnation after a Default has occurred hereunder, Lender may declare the balance remaining unpaid under the Loan to be due and payable forthwith and avail itself of any of the remedies as in the case of Default, including without limitation the right to collect, retain and apply as a prepayment of the Loan all Proceeds collected or claimed as a result of such Casualty and all Awards resulting from such Condemnation, Taking after deduction of all expenses of collection and settlement, including reasonable attorneys' attorney’s and adjusters' ’ fees and charges. Upon occurrence of any other Casualty or Condemnation, the Proceeds or Awards, as the case may be, shall be applied to restore the Project as provided in Section 8.2 hereof. Any Proceeds or Awards remaining after payment in full of the Loan, as well as Loan and all other sums due Lender hereunder, hereunder shall next be paid by Lender to Borrower, Borrower without any allowance for interest thereon. (b) Notwithstanding the provisions of Section 9.2(a) above, or anything to the contrary contained herein, as long as (i) no Event of Default has occurred and is continuing hereunder, (ii) the Proceeds or Awards, as the case may be, are sufficient to rebuild the Project or, if they are insufficient, as determined by Lender in its reasonable discretion, Borrower provides Lender with additional funds necessary, as determined in Lender’s sole discretion, to rebuild the Project (the “Additional Funds”), (iii) construction can be completed not less than three (3) months prior to the Maturity Date, and (iv) after completion of the construction, the Loan to value ratio of the Project is satisfactory to Lender, as determined in Lender’s sole discretion, then the Proceeds or Awards, as the case may be, may, at Borrower’s request, be applied towards reconstruction of the Project, which Proceeds or Awards or Additional Funds shall be deposited with Lender and disbursed pursuant the Lender’s disbursement provisions for construction loans of Lender, as those are amended from time to time, or as otherwise prescribed by Lender. To the extent Borrower deposits Additional Funds with Lender, Borrower hereby pledges to Lender as collateral for the Loan all Additional Funds. (c) In the event Lender does not apply the Proceeds or Awards to prepayment of the Loan as provided for in Section 9.2(a) or Lender does not have the right to apply the Proceeds or Awards pursuant to Section 9.2(b) to prepayment of the Loan, or, in the event such Proceeds or Awards, if applied, do not fully discharge the Loan, Borrower will: (i) Proceed with diligence to make settlement (which shall be subject to the prior written approval of Lender) with insurers or with condemning authorities and cause the Proceeds or Awards to be deposited with Lender, unless Lender shall elect to make such settlement without the consent of Borrower. (ii) In the event of any delay in making settlement with insurers or effecting collection of Proceeds or Awards, that Lender determines to be unreasonable, Borrower shall deposit with Lender the full amount required to complete construction and restoration, disregarding such Proceeds or Awards. (iii) Promptly proceed with construction and restoration of the Project, including the repair of all such loss or damage. All Proceeds, Awards and Additional Funds deposited by Borrower hereunder shall first be fully disbursed before disbursement of any further Loan Proceeds. Borrower shall not be entitled to any payment of or credit for interest on such Proceeds, Awards and Additional Funds. In the event of deposit by Borrower of the full amount required to complete construction of the Project, as aforesaid, upon the subsequent receipt of Proceeds or Awards, such Proceeds or Awards, as and when received, may be collected and retained by Borrower. (d) Lender shall not be obligated to see to the proper application of any of the Proceeds nor shall the amount so released or used be deemed a payment on any indebtedness evidenced by the Note or secured by any of the Loan Documents. In the event of foreclosure of the Mortgage or other transfer of title in lieu of foreclosure, all right, title and interest of Lender, in and to any insurance policies then in force shall pass to the purchaser or Lender, as the case may be. (e) All proceeds of use and occupancy or rental value insurance shall be paid to Lender for the purposes of paying, in the following order: (i) insurance premiums payable with respect to any insurance required to be carried by Borrower hereunder; (ii) taxes, assessments and charges payable by Borrower under any of the Loan Documents; and (iii) all amounts payable on the Note, together with any and all other amounts evidenced or secured by any of the Loan Documents, and to the extent that such insurance proceeds are available to pay the items listed in clauses (i), (ii) and (iii), Lender shall pay such items for the account of Borrower. All such insurance proceeds not deemed necessary, in Lender’s sole opinion, to pay (or establish reserves for the payment of) the above items shall be paid over to Borrower. (f) Upon failure on the part of Borrower promptly to commence or continue the repair or restoration of the Project after settlement of any claim with the insurer, Lender shall have the right to apply such Proceeds to the payment of any indebtedness secured by the Loan Documents, and resort to such other remedies available to Lender hereunder; provided, however, that nothing herein contained shall prevent Lender from applying at any time the whole or any part of such insurance Proceeds to the curing of any Event of Default hereunder.

Application of Insurance Proceeds and Condemnation Awards. The proceeds (the "Proceeds"a) Upon occurrence of any insurance policies resulting from any loss or damage to all or any portion of the Project resulting from fire, vandalism, malicious mischief, mischief or any other casualty or physical harm (a "Casualty"), and ) or any awards, judgments or claims (the "Awards") resulting from the exercise of the power of condemnation or eminent domain (a "CondemnationTaking") shall be applied, subject to the terms of the Mortgage, to rebuild and restore the Project as provided herein. Notwithstanding the foregoing, upon occurrence of any of the following events: (a) The occurrence of a Casualty as a result of which, in Lender's sole and exclusive judgment: (i) The Proceeds, together with such undisbursed portions of the Loan as are budgeted for hard costs of completion of the affected Homes and any additional funds placed by Borrower into an escrow account for such purpose, will not be sufficient to complete the affected Homes; or (ii) The affected Homes cannot be completed in accordance with the Plans on or before the applicable Closing Date; (b) The occurrence of any Condemnation after which Condemnation the Project does not, in Lender's sole and exclusive judgment, constitute a complete economic unit having equivalent value to the Project as it existed prior to the Condemnation; or (c) The occurrence of any Casualty or Condemnation after a Default has occurred hereunder), Lender may declare the balance remaining unpaid under the Loan to be due and payable forthwith and avail itself of any of the remedies as in the case of Default, including without limitation the right elect to collect, retain and apply as a Loan prepayment all proceeds (the "Proceeds") of the Loan all Proceeds any insurance policies collected or claimed as a result of such Casualty and all Awards awards resulting from such Condemnation, Taking ("Awards") after deduction of all expenses of collection and settlement, including reasonable attorneys' attorney's and adjusters' fees and charges. Upon occurrence To the extent that the proceeds or awards exceed $3,000,000.00. Subject to the provisions of Section 8.1 above, Borrower hereby authorizes Lender, at Lender's option, to collect any other Casualty or Condemnation, the Proceeds or Awards, as the case may be, shall be applied losses under any insurance with respect to restore the Project which is kept, or caused to be kept, by Borrower, and hereby irrevocably appoints Lender as provided in Section 8.2 hereofits attorney-in-fact, coupled with an interest, for such purposes. Any Proceeds or Awards remaining after payment in full of the Loan, as well as Loan and all other sums due Lender hereunder, hereunder shall next be paid by Lender to Borrower, Borrower without any allowance for interest thereon. Notwithstanding anything to the contrary contained herein, in the event that (i) no Event of Default has occurred and is continuing hereunder, (ii) the Proceeds or Awards, as the case may be, are sufficient to rebuild the Project or, if they are insufficient, as determined by Lender in its sole discretion, Borrower provides Lender with additional funds necessary, as determined in Lender's sole discretion (iii) after completion of the reconstruction, the loan to value ratio of the Project is satisfactory to Lender, as determined in Lender's sole discretion, then the Proceeds or Awards, as the case may be, shall, at Borrower's request, be applied towards reconstruction of the Project, which funds shall be disbursed pursuant to the disbursement provisions set forth herein. (b) In the event Lender does not apply the Proceeds or Awards to prepayment of the Loan as provided for in Section 8.2(a) above or in the event such Proceeds or Awards, if applied, do not fully discharge the Loan, Borrower will: (i) Proceed with diligence to make settlement (which shall be subject to the approval of Lender) with insurers or with condemning authorities and cause the Proceeds or Awards to be deposited with Lender, unless Lender shall elect to exercise its right under the Mortgage to make such settlement without the consent of Borrower. (ii) In the event of any unreasonable delay in making settlement with insurers or effecting collection of Proceeds or Awards, Borrower shall deposit with Lender the full amount required to meet the obligations due under the Loan, disregarding such Proceeds or Awards. (iii) In the event the Proceeds or Award deposited with Lender are insufficient to complete reconstruction of the Project, Borrower shall deposit with Lender additional funds as necessary, as determined by Lender in its sole discretion. (iv) Promptly proceed with construction and restoration of the Project, including the repair of all such loss or damage. All Proceeds, Awards and funds deposited by Borrower hereunder shall first be fully disbursed before disbursement of any further Loan Proceeds. Borrower shall not be entitled to any payment of or credit for interest on such Proceeds, Awards and funds. In the event of deposit by Borrower of the full amount required to complete reconstruction of the Project, as aforesaid, upon the subsequent receipt of Proceeds or Awards, such Proceeds or Awards, as and when received, may be collected and retained by Borrower. (c) Lender shall not be obligated to see to the proper application of any of the Proceeds nor shall the amount so released or used be deemed a payment on any indebtedness evidenced by the Note or secured by any of the Loan Documents. In the event of foreclosure of the Mortgage or other transfer of title in lieu of foreclosure, all right, title and interest of Lender, in and to any insurance policies then in force shall pass to the purchaser or Lender, as the case may be. (d) All proceeds of use and occupancy or rental value insurance shall be paid to Lender for the purposes of paying, to the extent available and necessary, in the following order: (i) insurance premiums payable with respect to any insurance required to be carried by Borrower hereunder; (ii) taxes, assessments and charges payable by Borrower under any of the Loan Documents; and (iii) all amounts payable on the Note, together with any and all other amounts evidenced or secured by any of the Loan Documents, and to the extent that such insurance proceeds are available to pay the items listed in clauses(i), (ii) and (iii), Lender shall pay such items for the account of Borrower. All such insurance proceeds not deemed necessary, in Lender's sole opinion, to pay the above items shall be paid over to Borrower.

Application of Insurance Proceeds and Condemnation Awards. The proceeds (If either the "Proceeds") of any insurance policies resulting from any loss Insurance Proceeds or damage the Condemnation Award are equal to any portion of or greater than the Insurance Threshold Amount or the Condemnation Threshold Amount, as applicable, Administrative Agent shall adjust the Project resulting from fire, vandalism, malicious mischief, Budget to reflect any such Insurance Proceeds or any other casualty (a "Casualty"), Condemnation Award and any awards, judgments shall make the Insurance Proceeds or claims (the "Awards") resulting from the exercise of the power of condemnation or eminent domain (a "Condemnation") shall be applied, subject Condemnation Award available to the terms of the Mortgage, to rebuild and restore the Project Borrower for Restoration so long as provided herein. Notwithstanding the foregoing, upon occurrence of any each of the following events: conditions are met (aprovided that, if at the time of any request for disbursement of Insurance Proceeds or Condemnation Awards Borrower shall fail to satisfy such conditions, Borrower shall be entitled, except as to Section 11.03(a)(i), to cure such failure within ten (10) The occurrence days after Administrative Agent's refusal to make such disbursement and resubmit such request for disbursement): no Event of a Casualty as a result Default has occurred and then exists (including at any time required for any disbursements of which, in Lender's sole and exclusive judgment: (i) The Proceedssuch Insurance Proceeds or Condemnation Awards); such Insurance Proceeds or Condemnation Awards, together with such undisbursed portions additional funds deposited by Borrower with Administrative Agent and/or allocated by Borrower from the Contingency Fund are sufficient to pay for all of the Loan as are budgeted for hard costs of completion and expenses associated with the repair or restoration of the affected Homes and any additional funds placed Improvements in the manner required by Borrower into an escrow account for Sections 11.01(a) or 11.02(f), as applicable; if (1) such purpose, will not be sufficient to complete the affected Homes; or (ii) The affected Homes cannot be completed in accordance with the Plans on Casualty or before the applicable Closing Date; (b) The occurrence of any Condemnation after which Condemnation the Project does not, in Lender's sole and exclusive judgment, constitute a complete economic unit having equivalent value occurs prior to the Project initial Completion of the Improvements, the Improvements can be repaired, restored and completed prior to the Completion Date, or such later date as it shall be approved by the Required Lenders and (2) such Casualty or Condemnation occurs after the initial Completion of the Improvements, the Improvements can be repaired or restored to substantially the condition in which they existed prior to the Condemnation; or (c) The occurrence of any such Casualty or Condemnation prior to the Extended Maturity Date; Administrative Agent (in the exercise of its reasonable discretion) and all applicable Governmental Authorities have approved the final plans and specifications for reconstruction or restoration of the damaged portion of the Improvements; Administrative Agent has approved (in the exercise of its reasonable discretion) all budgets, schedules, and architecture and construction contracts in connection with such repair or restoration; with respect to a Casualty, Administrative Agent has determined (in the exercise of its reasonable discretion) that after the reconstruction or restoration work is completed, the Loans will be In Balance; with respect to a Default partial Condemnation, Administrative Agent has occurred hereunder, Lender may declare determined (in the balance exercise of its reasonable discretion) that the remaining unpaid under Improvements are sufficient to cause the Loan Loans to be due and payable forthwith and avail itself of any of In Balance; Borrower shall commence (which shall include commencing "soft" costs activities, i.e., obtaining development approval from the remedies applicable Governmental Authorities, soliciting bid proposals, restoration planning, etc.) the Restoration as soon as reasonably practicable (but in the case of Default, including without limitation the right to collect, retain and apply as a prepayment of the Loan all Proceeds collected or claimed as a result of no event later than ninety (90) days after such Casualty and all Awards resulting from such Condemnation, after deduction of all expenses of collection and settlement, including reasonable attorneys' and adjusters' fees and charges. Upon occurrence of any other Casualty or Condemnation, the Proceeds or Awards, as the case may be, occurs) and shall be applied in any event have undertaken reasonable actions within ninety (90) days to restore obtain all necessary permits and shall within such ninety (90) days, have entered into a construction contract reasonably acceptable to Administrative Agent, and shall diligently pursue the same to Completion to the reasonable satisfaction of Administrative Agent; Administrative Agent shall have received a guaranty of Completion with respect to all Restoration in substantially the same form as the Completion Guaranty and otherwise reasonably satisfactory to Administrative Agent from Guarantor; the Project as provided and the use thereof after the Restoration will be in Section 8.2 hereof. Any Proceeds substantial compliance with and permitted under all Applicable Laws; such Casualty or Awards remaining after payment in full of the LoanCondemnation, as well as all other sums due Lender hereunderthe case may be, shall next be paid by Lender does not result in the permanent loss of access to Borrower, without any allowance for interest thereon.the Project or the Improvements;

Application of Insurance Proceeds and Condemnation Awards. The proceeds (the "Proceeds"a) Upon occurrence of any insurance policies resulting from any loss or damage to all or any portion of the Project resulting from fire, vandalism, malicious mischief, mischief or any other casualty or physical harm (a "Casualty"), and ) or any awards, judgments or claims (the "Awards") resulting from the exercise of the power of condemnation or eminent domain (a "CondemnationTaking") shall be applied, subject to the terms of the Mortgage, to rebuild and restore the Project as provided herein. Notwithstanding the foregoing, upon occurrence of any of the following events: (a) The occurrence of a Casualty as a result of which, in Lender's sole and exclusive judgment: (i) The Proceeds, together with such undisbursed portions of the Loan as are budgeted for hard costs of completion of the affected Homes and any additional funds placed by Borrower into an escrow account for such purpose, will not be sufficient to complete the affected Homes; or (ii) The affected Homes cannot be completed in accordance with the Plans on or before the applicable Closing Date; (b) The occurrence of any Condemnation after which Condemnation the Project does not, in Lender's sole and exclusive judgment, constitute a complete economic unit having equivalent value to the Project as it existed prior to the Condemnation; or (c) The occurrence of any Casualty or Condemnation after a Default has occurred hereunder), Lender may declare the balance remaining unpaid under the Loan elect to be due and payable forthwith and avail itself collect all proceeds of any of the remedies as in the case of Default, including without limitation the right to collect, retain and apply as a prepayment of the Loan all Proceeds insurance policies collected or claimed as a result of such Casualty and all Awards awards resulting from such Condemnation, after Taking. After deduction of all expenses of collection and settlement, including reasonable attorneys' attorney's and adjusters' fees and charges. Upon occurrence of any other Casualty or Condemnation, the Proceeds or Awards, as the case may be, shall be applied to restore the Project charges and except as provided in the Mortgage, Lender will apply such proceeds (the "Proceeds") and such awards (the "Awards"), in accordance with the terms and conditions of the Mortgage. Subject to the provisions of Section 8.2 hereof8.1 above, Borrower hereby authorizes Lender, at Lender's option, to collect any losses under any insurance with respect to the Project which is kept, or caused to be kept, by Borrower. Any Proceeds or Awards remaining after payment in full of the Loan, as well as Loan and all other sums due Lender hereunder, hereunder shall next be paid by Lender to Borrower, Borrower without any allowance for interest thereon. (b) In the event Lender does not elect to apply the Proceeds or Awards to prepayment of the Loan or in the event such Proceeds or Awards, if applied, do not fully discharge the Loan or would be insufficient to pay for the costs of restoration of the Project, Borrower will: (i) Proceed with diligence to make settlement (which shall be subject to the prior written approval of Lender) with insurers or with condemning authorities and cause the Proceeds or Awards to be deposited with Lender, unless Lender shall elect to exercise its right under the Mortgage to make such settlement without the consent of Borrower to the extent permitted under the Mortgage. (ii) In the event of any unreasonable delay in making settlement with insurers or effecting collection of Proceeds or Awards, Borrower shall deposit with Lender the full amount required to meet the obligations due under the Loan, disregarding such Proceeds or Awards. (iii) In the event the Proceeds or Awards deposited with Lender and the undisbursed or unadvanced proceeds of the Loan are insufficient to place the Loan In Balance, Borrower shall deposit with Lender on demand any amount necessary to place the Loan In Balance. (iv) Promptly proceed with construction and restoration of the Project, including the repair of all such loss or damage. (c) All Proceeds, Awards and funds deposited by Borrower hereunder shall first be fully disbursed before an Advance of any further Loan Proceeds. Borrower shall not be entitled to any payment of or credit for interest on such Proceeds, Awards and funds. (d) Lender shall not be obligated to see to the proper application of any of the Proceeds nor shall the amount so released or used be deemed a payment on any indebtedness evidenced by the Note or secured by any of the Loan Documents. In the event of foreclosure of the Mortgage or other transfer of title in lieu of foreclosure, all right, title and interest of Lender, in and to any insurance policies then in force shall pass to the purchaser or Lender, as the case may be. (e) All proceeds of use and occupancy or rental value insurance shall be paid to Lender for the purposes of paying, to the extent available and necessary, in the following order: (i) insurance premiums payable with respect to any insurance required to be carried by Borrower hereunder; (ii) taxes, assessments and charges payable by Borrower under any of the Loan Documents; and (iii) all amounts payable on the Note, together with any and all other amounts evidenced or secured by any of the Loan Documents, and to the extent that such insurance proceeds are available to pay the items listed in clauses (i), (ii) and (iii), Lender shall pay such items for the account of Borrower. All such insurance proceeds not deemed necessary, in Lender's sole opinion, to pay the above items shall be paid over to Borrower. (f) Upon failure on the part of Borrower to promptly commence or continue the repair or restoration of the Project after settlement of any claim with the insurer, Lender shall have the right to apply such Proceeds to the payment of any indebtedness secured by the Loan Documents, and resort to such other remedies available to Lender hereunder; provided, however, that nothing herein contained shall prevent Lender from applying at any time the whole or any part of such insurance proceeds to the curing of any Event of Default hereunder.