Common use of Application of Net Proceeds Clause in Contracts

Application of Net Proceeds. The Borrower (or the applicable Subsidiary, as the case may be) shall apply the Net Proceeds from each Asset Sale, Casualty Event or Condemnation Event, as follows: (i) to the Lenders under this Agreement and all other holders of the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) above, to all holders of the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document).

Application of Net Proceeds. The Borrower Net Proceeds of any property and casualty insurance proceeds or condemnation award resulting from any event described in Section 6.1 hereof shall be immediately deposited in a separate trust fund to be held by the Trustee. All Net Proceeds so deposited shall be applied in one or more of the following ways as shall be elected by the Company in a written notice to the Trustee, which notice shall be received by the Trustee within 60 days after the receipt by the Company of the Net Proceeds: (a) To the prompt repair, restoration, modification or improvement of the applicable SubsidiaryMortgaged Property to a condition of comparable quality, as and the case may be) Authority has, in the Indenture, authorized and directed the Trustee to make disbursements from such separate trust fund for such purposes. Such disbursements shall apply be made by the Trustee only upon receipt of proper Requisitions therefor. Any balance of the Net Proceeds from each Asset Saleremaining after such work has been completed shall be transferred into the Bond Fund to be applied to the payment of principal and interest on the Bonds as the same shall become due and payable, Casualty Event or Condemnation Eventif the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture), as follows:any balance remaining in such separate trust fund shall be paid in accordance with Section 5.11 of the Indenture. (ib) To the redemption at par of the Bonds, in whole or in part, on the earliest practicable redemption date as specified in a written notice by the Company to the Lenders under this Agreement and all other holders of the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents)Trustee, to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations provided that may be purchased, prepaid or redeemed out no part of such Net Proceeds may be applied for such redemption unless (taking into account any mandatory purchase1) all of the Bonds are to be redeemed in accordance with the Indenture upon termination of this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the Bonds are to be redeemed, prepayment the Company shall furnish to the Trustee a certificate of a Company Representative stating that (i) the property forming the part of the Mortgaged Property that was damaged or redemption destroyed by such casualty or was taken by such condemnation proceedings is not essential to the use, operation or possession of First Priority Lien Obligations required under any First Priority Lien Document); the Mortgaged Property by the Company or (ii) the Mortgaged Property has been repaired, restored, modified or improved to operate as designed. (c) If the Company elects to repair, restore, modify or improve the Mortgaged Property or pay the cost thereof and fails to diligently do so, the Authority or the Trustee may (but shall be under no obligation to) do so on behalf of the Company and recover the reasonable costs thereof from the Company, less the amount, if any such any, collected from Net Proceeds remain after on account of such costs. No such payment by the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and Trustee or the Authority shall affect or impair any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) above, to all holders rights of the Second Priority Lien Obligations Authority hereunder or of the Trustee or the Owners under the Indenture arising as a result of such failure by the Company. (d) If the Company fails to give the notice required under subsection (a) of this Section within the specified time period, the Authority or the Trustee, upon notice to the extent required under other and to the applicable Second Priority Lien Documents)Company, may direct the Company to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii) above, to all holders take either of the Third Priority Lien Obligations (actions therein described and the Company shall be obligated to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of take such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document)action.

Application of Net Proceeds. The Borrower (or the applicable Subsidiary, as the case may be) shall apply the Net Proceeds from each Asset Sale, Casualty Event or Condemnation Event, as follows: (i) to the Lenders under this Agreement and all other holders of the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) above, to all holders of the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account 85 any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligationsObligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, or redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document).

Application of Net Proceeds. All proceeds or awards payable in connection with any Casualty or Condemnation shall be due and payable solely to Lender and shall be held by Lender in an Eligible Account established by Lender from time to time (the “Net Proceeds Reserve Account”) as additional collateral for the Obligations, subject to the terms and conditions of this Agreement; provided that Borrower may settle any insurance claim with anticipated Net Proceeds of less than Two Hundred Fifty Thousand Dollars ($250,000) provided that Borrower promptly and diligently uses such Net Proceeds for Restoration. In the event Borrower or any party other than Lender is a payee on any check representing such proceeds or awards, Borrower shall immediately endorse (and cause all such third parties to endorse) such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part of the Debt and shall be reimbursed by Borrower to Lender within five (5) days after Lender’s written demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty or the applicable Subsidiary, as the case may be) Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender: (a) If the Net Proceeds from each Asset Saleshall be less than the Net Proceeds Threshold and the costs of completing Restoration shall be less than the Net Proceeds Threshold, Casualty the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that no Event or Condemnation Event, as follows: (i) of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Lenders under this Agreement and all other holders Restoration of the First Priority Lien Obligations Property (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause the terms of this Agreement. (b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are satisfied: (i) above, to all holders no Event of the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may Default shall have occurred and be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document).continuing;

Application of Net Proceeds. The Borrower (or the applicable Subsidiary, as the case may be) shall apply the Net Proceeds from each Asset Sale, Casualty Event or Condemnation Event, as follows: (i) to the Lenders under this Agreement and all other holders of the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) above, to all holders of the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligationsObligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, or redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document).

Application of Net Proceeds. The Borrower At the sole discretion of the Agent, Net Proceeds must be applied to either (a) be held as security for the performance of the Lessee's obligations hereunder and under the other Operative Agreements and applied to such obligations upon the exercise of remedies in connection with the occurrence of an Event of Default, or (b) the applicable Subsidiaryrestoration of the Property; provided, as however, that if the case may be) shall apply aggregate amount of Net Proceeds is less than $500,000 unless an Event of Default has occurred and is continuing, the Net Proceeds shall be applied to the restoration. In the event that, and to the extent that, Net Proceeds are to be applied to the restoration of the Property, each of the following conditions must also be met and complied with if and to the extent required by the Agent: (a) An escrow account shall have been established with the Agent composed of Net Proceeds, and, if necessary, additional deposits made by the Lessee, which, in the sole judgment of the Agent, is sufficient to restore the Property to its use, value and condition immediately prior to the Casualty or Condemnation. The Agent shall be entitled, at the expense of the Lessee, to consult such professionals as the Agent may deem necessary, in its sole discretion, to determine the total costs of restoring the Property. Interest will be paid on funds in the escrow account. The Lessee hereby assigns to, and grants the Agent a security interest in, such escrow account and the funds therein to secure the payment and performance of the Lessee's obligations hereunder and under the other Operative Agreements. (i) Either all Resident Agreements and Material Subleases must continue in full force and effect (subject to rent abatement during restoration as may be provided in the Resident Agreements and the Material Subleases) or, if terminated, the terminated Material Subleases must have been replaced with Material Subleases or equal quality in the reasonable judgment of the Agent. Any tenant having the right to terminate its Material Sublease due to the Casualty or Condemnation, and which has not exercised that right, shall have confirmed in writing to the Agent its irrevocable waiver of such termination right, or proceeds from each Asset Salebusiness interruption insurance or other moneys of SALI, must be available to the Lessee in such amounts as the Agent, in its reasonable judgment, considers sufficient to pay the Termination Value relating to the Property, and all Impositions, insurance premiums and other sums becoming due from the Lessee pursuant to this Lease and the other Operative Agreements during the time required for restoration, OR (ii) Proceeds from business interruption insurance or other moneys of the Lessee must be available to the Lessee in such amounts as the Agent, in its reasonable judgment, considers sufficient to pay the Termination Value relating to the Property, and all Impositions, insurance premiums and other sums becoming due from the Lessee pursuant to this Lease during the time required for restoration. (c) All restoration will be conducted under the supervision of an architect or engineer, or both, selected and paid for by the Lessee and approved in advance by the Agent, and by a general contractor who shall be approved by the Agent and shall have executed a fixed price contract. (d) The restoration will be performed pursuant to the original plans and specifications approved by the Agent. (e) If required by the Agent at its sole option, the contractor or contractors responsible for the restoration shall have obtained payment and performance bonds from a corporate surety acceptable to the Agent and naming the Lessor, the Holders, the Lenders and the Agent as dual obligees. (f) The Lessee shall have provided the Agent with reasonably satisfactory evidence that there has been no adverse change in the economic viability of the Property since the date of this Lease, such evidence to include, among other things, an appraisal and market study prepared by a firm or firms acceptable to the Agent, but at the Lessee's expense. If any of the foregoing conditions are not satisfied, the Agent may, in its sole discretion, hold the Net Proceeds as security for the performance of the Lessee's obligations hereunder and under the other Operative Agreements and applied to such obligations upon the exercise of remedies in connection with the occurrence of an Event of Default. If applied to restoration, Net Proceeds (and any other funds required to be deposited with the Agent) shall be disbursed from time to time in accordance with the terms and conditions of the construction loan agreement most commonly used by the Agent or other regionally recognized construction lenders, at the time of the Casualty Event or Condemnation Eventfor major commercial construction loans, and subject also to the following conditions (which shall control in the event of any conflict with the provisions of such construction loan agreement): (a) Restoration shall commence within sixty (60) days following receipt of the Net Proceeds by the Agent or such additional time as followsmay be required by Lessee in obtaining the necessary licenses, permits or approvals from the applicable Governmental Authorities provided the Lessee has and continues to diligently pursue obtaining the necessary licenses, permits and approvals, and shall be completed within such time as may be determined by the Agent in view of the extent of the Casualty or Condemnation but, in any event, shall be completed within a reasonable period after the date of the Net Proceeds are received. (i) At the time of each disbursement, (A) no Subleases (if any) shall have been terminated which either singularly or in the aggregate affect more than ten percent (10%) of the leaseable area of the Property unless the same have been replaced with Subleases of equal quality, in the reasonable judgment of the Agent, and (B) no Default shall have occurred, OR (ii) Proceeds from business interruption insurance or other moneys of the Lessee must be available to the Lessee in such amounts as the Agent, in its reasonable judgment, considers sufficient to pay the Termination Value relating to the Property, and all Impositions, insurance premiums and other sums becoming due from the Lessee pursuant to this Deed of Trust during the time required for restoration. (c) Restoration involving costs in excess of $100,000 in the aggregate shall be subject to the prior written consent of the Agent. Any such restoration shall be completed and paid for, within a reasonable time, following any such consent. Restoration of permitted Improvements shall be (i) strictly in accordance with all applicable Laws and any private restrictive covenants, (ii) entirely on lots or parcels of the Land, (iii) so as not to encroach upon any easement or right of way or upon the land of others, and (iv) wholly within any building restriction lines applicable to the Land. (d) With respect to each disbursement and accompanying each request therefor, there shall be delivered to the Agent (i) a certificate addressed to the Agent from the architect or engineer supervising the restoration stating that such disbursement is to pay the cost of restoration not paid previously by any prior disbursement, that all restoration completed to the date of such certificate has been completed in accordance with applicable Laws and the approved plans and specifications, and that the amount of such disbursement, together with all other disbursements, does not exceed ninety percent (90%) of the requisition for direct construction costs until such time as fifty percent (50%) of the restoration has been completed, then such disbursements shall not exceed ninety-five percent (95%) of the requisition for direct construction costs, and (ii) evidence satisfactory to the Agent that all Claims then existing fro labor, services and materials have been paid in full or will be paid in full from the proceeds of the disbursement requested. (e) The final holdback shall be disbursed only upon delivery to the Agent, in addition to the items required in paragraph (d) above and the Operative Agreements, of the following: (i) to the Lenders under this Agreement Final waivers of Liens from all contractors and all other holders of the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document);subcontractors. (ii) if any such Net Proceeds remain after A certificate of architect or engineer stating that the offer (andrestoration has been completed in a good and workmanlike manner, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) above, to all holders of the Second Priority Lien Obligations (to plans and specifications approved by the extent required under the Agent in accordance with applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); andLaws. (iii) if An estoppel affidavit from each tenant occupying or leasing space under a Material Sublease in the Property stating that its Sublease is in full force and effect. (f) Immediately upon the occurrence of any such Event of Default, the Agent may apply Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance other sums deposited with clauses (i) and (ii) above, the Agent to all holders the repayment of the Third Priority Lien Obligations (to the extent required Lessee's obligations hereunder and under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document)other Operative Agreements.

Application of Net Proceeds. The Borrower Net Proceeds must be applied to either (a) the payment of the Obligations, or (b) the restoration of the Improvements. If Net Proceeds are equal to or less than $1,000,000 and no Event of Default has occurred and is continuing, the Grantors shall have the right to receive the Net Proceeds from the insurer or the applicable SubsidiaryBeneficiary, as without having to satisfy any of the case may be) shall additional requirements of this Section 4.03, and to apply the Net Proceeds from each Asset Saleto the restoration of the Improvements. If Net Proceeds exceed $1,000,000, such Net Proceeds may be applied to rebuild and restore the Improvements provided, that at the time of the receipt of such Net Proceeds: (i) no Event of Default has occurred and is continuing, (ii) the Beneficiary determines in its reasonable discretion and if requested by Beneficiary, based on a feasibility report prepared by an independent third party at the Grantors' expense, that it is economically feasible to rebuild the Improvements to substantially their condition before the Casualty Event or Condemnation Eventwith the Net Proceeds, and any additional funds provided by the Grantors, and (iii) the Borrower continues to make payments on the Loan as followsand when due, throughout the rebuilding and restoration of the Improvements. If for any reason, any of these conditions are not met, the Net Proceeds will be promptly applied to the payment of the Obligations. Except as set forth above, in the event that Net Proceeds are to be applied to the restoration of the Improvements, each of the following conditions must also be met and complied with: (ia) to An escrow account shall have been established with the Lenders under this Agreement and all other holders Beneficiary composed of the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents)Net Proceeds, to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicablenecessary, reoffer) additional deposits made by the Grantors, which, in the reasonable judgment of the Beneficiary, is sufficient to holders restore the Property to its use, value and condition immediately prior to the Casualty or Condemnation. The Beneficiary shall be entitled, at the expense of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) abovethe Grantors, to all holders consult such professionals as the Beneficiary may deem necessary, in its reasonable discretion, to determine the total costs of restoring the Property. No interest will be paid on funds in the escrow account. The Grantors hereby assign to, and grant the Beneficiary a security interest in, such escrow account and the funds therein to secure the payment and performance of the Second Priority Lien Obligations Obligations. (b) The Beneficiary is satisfied that income under any Leases then in place, or from such other sources as may be acceptable to the extent required under the applicable Second Priority Lien Documents)Beneficiary, is sufficient to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii) above, to pay all holders of the Third Priority Lien Obligations (to when and as the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document)same are due and payable.

Application of Net Proceeds. The Borrower (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds, if Lender is not obligated to, and does not otherwise elect in its sole discretion to, make such Net Proceeds available to Borrowers for Restoration in accordance with Section 6.4 hereof, Borrowers shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the applicable Subsidiary, as Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds. No penalty or premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2(a) (but the case may beExit Fee and any related Breakage Costs shall be payable in connection with any such prepayment). Any prepayment under this Section 2.4.2(a) shall apply the be applied in accordance with Section 2.4.3(c) hereof. Any Net Proceeds from each Asset Sale, Casualty Event or Condemnation Event, as follows: in excess of the amount required to pay the Debt in full (iincluding the Exit Fee and any related Breakage Costs) shall be (a) disbursed by Lender to First Mezzanine Lender for application in accordance with the Lenders under this Agreement and all other holders terms of the First Priority Lien Obligations Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (b) disbursed by First Mezzanine Lender to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) Second Mezzanine Lender for application in accordance with clause (i) above, to all holders the terms of the Second Priority Lien Obligations Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (c) disbursed by Second Mezzanine Lender to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) Third Mezzanine Lender for application in accordance with clauses (i) and (ii) above, to all holders the terms of the Third Priority Lien Obligations Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (d) the balance disbursed shall be disbursed by Third Mezzanine Lender to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document)Borrowers.

Application of Net Proceeds. The Borrower (a) If a Casualty or Condemnation has occurred to the applicable SubsidiaryPremises, as the case may be) Bank shall apply make the Net Proceeds from available for Restoration as provided for in Section 3.5(b), provided that each Asset Sale, Casualty Event or Condemnation Event, as followsof the following conditions is satisfied: (1) no Event of Default shall have occurred and be continuing; (2) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the net rentable square footage of the Premises has been damaged, destroyed or rendered unusable as a result of such Casualty, or (B) in the event the Net Proceeds are a Condemnation Award, (i) less than ten percent (10%) of the Land constituting the Premises is taken, (ii) such Land is located along the perimeter or periphery of the Premises, (iii) such taking does not materially impair the existing access to or parking at the Premises, and (iv) no portion of the Improvements is the subject of the Condemnation; (3) Such Casualty or Condemnation does not allow any Leases to be terminated; (4) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after the occurrence of such Casualty or Condemnation) and shall diligently pursue the same to satisfactory completion in compliance with all Applicable Law; (5) Bank shall be satisfied in its reasonable judgment that (A) the Restoration can be substantially completed on or before the earliest to occur of (i) six (6) months preceding the Maturity Date or (ii) the earliest date required for such completion pursuant to the Lenders under this Agreement terms of any Leases, and all other holders of (B) the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out of such Net Proceeds Premises (taking into account any mandatory purchasethe Net Proceeds) shall continue, prepayment or redemption throughout the period of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) aboveRestoration, to all holders adequately secure the outstanding balance of the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document)Loan; and (iii6) if the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Bank, are sufficient, in Bank’s reasonable judgment, to pay for all costs and expenses of the Restoration in full. (b) The Net Proceeds shall be paid directly to Bank and held by Bank and, until disbursed in accordance with the provisions of this Section, shall constitute additional security for the repayment of the Indebtedness and satisfaction of the Obligations. The Net Proceeds shall be disbursed by Bank to Borrower (or directly to third parties to pay costs or expenses of the Restoration) from time to time during the course of the Restoration, upon Bank being furnished with (1) evidence satisfactory to it that all requirements set forth in Section 3.5(a) have been satisfied; (2) evidence satisfactory to it that each of the conditions set forth in Section 5.1 hereof have been satisfied; and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Bank may reasonably require and approve; and Bank may, in any event, require that all plans and specifications for the Restoration be submitted to and approved by Bank prior to commencement of work. No payment made prior to the final completion of the Restoration shall exceed the value or cost of the work performed from time to time. Bank shall not be obligated to make disbursements of the Net Proceeds more frequently than once per calendar month. (c) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Bank in consultation with a construction inspector, chosen by Bank, be sufficient to pay in full the balance of the costs and expenses which are estimated by such construction inspector to be incurred in connection with the completion of the Restoration, then Borrower shall deposit the deficiency (“Net Proceeds Deficiency”) into the Borrower’s Deposit with Bank before Bank makes any further disbursement of the Net Proceeds. The Net Proceeds Deficiency deposited with Bank shall be held by Bank and shall be disbursed for costs and expenses actually incurred in connection with the Restoration on the same terms and conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section shall constitute additional security for the repayment of the Indebtedness and satisfaction of the Obligations. Bank may, at its reasonable election, disburse Net Proceeds for Restoration in accordance with this Section prior to any disbursement from the Borrower’s Deposit for such purpose. (d) All (1) Net Proceeds not required to be made available for Restoration or (2) surplus which may remain out of Net Proceeds held by Bank after payment of all costs of Restoration, may be retained and applied by Bank toward the payment of the Indebtedness, whether or not then due and payable, in such order, proportion and priority as Bank in its reasonable discretion shall deem proper, or, at the reasonable discretion of Bank, the same may be paid, either in whole or in part, to Borrower for such purposes as Bank shall approve in its reasonable discretion. (e) Notwithstanding the foregoing or anything to the contrary contained herein, to the extent Net Proceeds are sufficient to pay the then outstanding Indebtedness in full, such Net Proceeds remain after shall be so applied, with the offer (andbalance, if applicableany, reoffer) payable to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document)Borrower.

Application of Net Proceeds. The Borrower (a) Net Proceeds must be applied to either the payment of the Obligations or to the applicable Subsidiaryrestoration, as repair or replacement of the case may be) shall apply Equipment or other Fixed or Capital Asset which gave rise to the Net Proceeds from each Asset Sale, Casualty Event or Condemnation Event, as follows:Proceeds. (ib) to In the Lenders under this Agreement event that, and all other holders of the First Priority Lien Obligations (to the extent required under that, Net Proceeds are to be applied to the applicable First Priority restoration or repair of a Fixed or Capital Asset subject to the Lien Documents)of the Mortgage or other Financing Document encumbering real property, the Borrower shall so notify the Lender and the restoration or repair shall be subject to the conditions contained in Section 4.4 of the Mortgage. (c) In the event that, and to the extent that, Net Proceeds are to be applied to the replacement, restoration or repair of Equipment or other Fixed or Capital Assets, or the replacement of Equipment or other Fixed or Capital Assets, the Borrower shall so notify the Lender, such replacement, restoration or repair shall be promptly undertaken, diligently pursued and, to purchasethe extent reasonably practicable, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that may be purchased, prepaid or redeemed out completed no later than one (1) year following a Borrower's receipt of such Net Proceeds (taking into account any mandatory purchaseProceeds. Until so used, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after shall be applied to and reserved against future advances under, the offer Revolving Loan. (andd) In the event that, if applicableand to the extent that, reofferNet Proceeds are not used as provided in subparagraphs (b) to holders of First Priority Lien Obligations or (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (ic) above, to all holders of the Second Priority Lien Obligations (such unused Net Proceeds shall be paid to the extent required Lender and applied by the Lender to, or held as additional security for, the Obligations. (e) Notwithstanding the foregoing, in the event the Lender reasonably determines that a Casualty or Condemnation could reasonably be expected to result in an Event of Default under Section 6.1.15 of this Agreement, the applicable Second Priority Lien Documents), to purchase, prepay or redeem Lender shall so notify the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Borrower and five (5) Business Days thereafter Net Proceeds (taking into account any mandatory purchaseshall be applied to, prepayment or redemption held as additional security for, the Obligations in such order and manner of Second Priority Lien Obligations required under any Second Priority Lien Document); and (iii) if any such Net Proceeds remain after application as the offer (and, if applicable, reoffer) Lender may from time to holders of Second Priority Lien Obligations (time in its sole and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document)absolute discretion determine.

Application of Net Proceeds. The Borrower (a) If a Casualty or Condemnation has occurred to the applicable SubsidiaryMortgaged Property, as the case may be) Lender shall apply make the Net Proceeds from available for Restoration as provided for in Section 6.6(b); provided that, each Asset Sale, Casualty Event or Condemnation Event, as followsof the following conditions is satisfied: (1) no Event of Default shall have occurred and be continuing; (2) the Net Proceeds do not exceed One Hundred Thousand and No/100 Dollars ($100,000.00); (3) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the net rentable square footage of the Improvements has been rendered unusable as a result of such Casualty, or (B) in the event the Net Proceeds are an Award, (i) to the Lenders under this Agreement and all other holders less than ten percent (10%) of the First Priority Lien Obligations Land constituting the Mortgaged Property is taken, (ii) such taking does not materially impair the existing access to or parking at the extent Mortgaged Property, and (iii) no portion of the Improvements is the subject of the Condemnation; (4) Borrower shall make all payments required under the applicable First Priority Lien Documents), Loan whether via from business interruption insurance for the Mortgaged Property or other sources; (5) Lender shall be satisfied in its reasonable judgment that the Restoration will be completed on or before six (6) months prior to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations Maturity Date; (6) Lender shall be satisfied in its reasonable judgment that may be purchased, prepaid or redeemed out of such Net Proceeds the Mortgaged Property (taking into account any mandatory purchasethe Net Proceeds) shall continue, prepayment or redemption throughout the period of First Priority Lien Obligations required under any First Priority Lien Document); (ii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of First Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of First Priority Lien Obligations) in accordance with clause (i) aboveRestoration, to all holders adequately secure the outstanding balance of the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document)Loan; and (iii7) if the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender, are sufficient, in Lxxxxx’s reasonable judgment, to pay for all costs and expenses of the Restoration in full. (b) The Net Proceeds shall be paid directly to Lender and held by Lxxxxx and, until disbursed in accordance with the provisions of this Section 6.6, shall constitute additional security for the repayment of the Indebtedness and satisfaction of the Obligations. The Net Proceeds shall be disbursed by Lender to Borrower (or directly to third parties to pay costs or expenses of the Restoration) from time to time during the course of the Restoration, upon Lender being furnished with (1) evidence reasonably satisfactory to it that all requirements set forth in Section 6.6(a) have been satisfied; (2) evidence reasonably satisfactory to it that each of the conditions set forth in Section 3.3 hereof have been satisfied; and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve; and Lender may, in any event, require that all plans and specifications for the Restoration be submitted to and reasonably approved by Lender prior to commencement of work. No payment made prior to the final completion of the Restoration shall exceed the value or cost of the work performed from time to time (less retainage required pursuant to Section 3.1(f) hereof). Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once per calendar month. (c) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with the Inspecting Person, be sufficient to pay in full the balance of the costs and expenses which are estimated by the Inspecting Person to be incurred in connection with the completion of the Restoration, then Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) into a Reserve that shall be established at Lender before Lender makes any further disbursement of the Net Proceeds. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs and expenses actually incurred in connection with the Restoration on the same terms and conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.6 shall constitute additional security for the repayment of the Indebtedness and satisfaction of the Obligations. Lender may, at its sole election, disburse Net Proceeds for Restoration in accordance with this Section 6.6 prior to any disbursement from the Reserve for such purpose. (d) All (1) Net Proceeds not required to be made available for Restoration or (2) surplus which may remain out of Net Proceeds held by Lender after payment of all costs of Restoration, may be retained and applied by Lxxxxx toward the payment of the Indebtedness, whether or not then due and payable, in such order, proportion and priority as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve in its sole discretion. (e) Notwithstanding the foregoing or anything to the contrary contained herein, to the extent Net Proceeds are sufficient to pay the then outstanding Indebtedness in full, then (1) such Net Proceeds remain after shall be so applied, with the offer (andbalance, if applicableany, reoffer) payable to holders of Second Priority Lien Obligations (and any mandatory purchaseBorrower, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii2) above, all unadvanced Loan proceeds shall be curtailed and Lender shall have no further obligation to all holders make Advances of the Third Priority Lien Obligations (Loan proceeds to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document)Borrower.