Common use of Application of Proceeds and Awards Clause in Contracts

Application of Proceeds and Awards. The Mortgagee may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POST-PETITION INTEREST") to the extent such interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRST, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions and unpaid, SECOND, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE (B) above); (d) to fulfill any of the other covenants contained herein, in the Credit Agreement, or in any other Loan Document, as the Mortgagee may determine in its sole discretion; (e) to the Mortgagor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or

Application of Proceeds and Awards. The Mortgagee maySubject to any applicable requirements of the Financing Order, at its optionthe Credit Agreement and the Revolver Intercreditor Agreement, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor Trustor hereunder and all awards received by it on account of any Taking shall be deposited in any one or more a Lockbox Account maintained by the Trustor to be applied pursuant to the provisions of the Credit Agreement. Notwithstanding the foregoing provisions of this Section 2.3 to the contrary (but subject to the provisions of Section 2.4), and if each of the following waysconditions is satisfied, the Beneficiary, upon request of the Trustor, may apply up to $5,000,000 of insurance proceeds or condemnation awards received by it toward the restoration or replacement of the affected Collateral, to the extent necessary for the restoration or replacement thereof; provided that: (ai) no Default or Event of Default then exists; (ii) the Trustor shall have furnished to the payment Beneficiary a certificate of an architect or engineer reasonably acceptable to the Beneficiary stating (x) that the affected Collateral is capable of being restored, prior to the maturity of the reasonable Credit Agreement, to substantially the same condition as existed prior to the casualty, (y) the aggregate estimated direct and indirect costs of such restoration and expenses incurred (z) as to any Taking, that the property taken in such Taking, or sold under threat thereof, is not necessary to the Trustor's customary use or occupancy of the Property or Trustor otherwise provides Beneficiary adequate assurance that the Collateral can be restored; and (iii) in the event that the estimated cost of restoration set forth in the certificate of such architect or engineer (and such revisions to such estimate as are from time to time made) exceeds maximum amount of insurance proceeds or condemnation awards that would be permitted to be applied to the restoration or replacement of the Collateral pursuant to the foregoing, the Trustor shall deposit the amount of such excess with the Beneficiary. In the event that, after the restoration or replacement of the Trust Premises, any insurance or condemnation awards shall remain, such amount shall be deposited in a Lockbox Account to be applied pursuant to the provisions of the Credit Agreement. If, prior to the receipt by the Mortgagee in obtaining any Beneficiary of such insurance proceeds or condemnation awards, including the fees and expenses of attorneys and insurance and other experts and consultantsTrust Premises shall have been sold on foreclosure, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative Beneficiary shall have the right to receive said insurance proceeds or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POST-PETITION INTEREST") condemnation awards to the extent of any deficiency found to be due upon such sale, with legal interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all not a deficiency judgment shall have been sought or recovered or denied, and the reasonable attorneys' fees, costs and disbursements incurred by the Beneficiary in connection with the collection of such amounts shall be matured award or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRST, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions and unpaid, SECOND, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE (B) above); (d) to fulfill any of the other covenants contained herein, in the Credit Agreement, or in any other Loan Document, as the Mortgagee may determine in its sole discretion; (e) to the Mortgagor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; orpayment.

Application of Proceeds and Awards. The Mortgagee Beneficiary may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor Trustor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee Beneficiary in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions Senior Secured Notes and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition Interest") to the extent such interest is a Secured an Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) accrued on the Credit Extensions Senior Secured Notes and unpaid, SECONDsecond, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE clause (Bb) above); (d) to fulfill any of the other covenants contained herein, in the Credit AgreementIndenture, Senior Secured Notes, or in any other Loan DocumentSecurity Agreements executed pursuant to the Indenture, as the Mortgagee Beneficiary may determine in its sole discretion; (e) to the Mortgagor Trustor for application to the cost of restoring the Collateral Trust Premises and the replacement of Goods destroyed, damaged or taken; or

Application of Proceeds and Awards. The Mortgagee Grantee may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor Grantor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee Grantee in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions Obligations and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition Interest") to the extent such interest is a Secured an Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) accrued on the Credit Extensions Obligations and unpaid, SECONDsecond, to the payment of all amounts of principal at the time outstandingoutstanding thereon; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE clause (Bb) above); (d) to fulfill any of the other covenants contained herein, in the Credit AgreementIndenture, or in any other Loan Document, Senior Secured Notes and Security Agreements as the Mortgagee Grantee may determine in its sole discretion; (e) to the Mortgagor Grantor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or

Application of Proceeds and Awards. The Mortgagee may, at its ---------------------------------- option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) Ratably, to the payment of any Obligation secured by this Mortgage other than indebtedness with respect to the Secured Obligations; (c) Ratably, to the payment of the principal of the Credit Extensions Secured Obligations and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition ------------- Interest") to the -------- extent such interest is a Secured an Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement Default Rate on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of ----- interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) accrued on the Credit Extensions Secured Obligations and unpaid, SECONDsecond, to ------ the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE (B) above); (d) to fulfill any of the other covenants contained herein, in the Credit Agreement, or in any other Loan Document, herein as the Mortgagee may determine in its sole discretiondetermine; (e) to the Mortgagor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or

Application of Proceeds and Awards. The Mortgagee Grantee may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor Grantor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee Grantee in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions Fixed Asset Loans and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition Interest") to the extent such interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions Fixed Asset Loans and unpaid, SECONDsecond, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE clause (Bb) above); (d) to fulfill any of the other covenants contained herein, in the Credit AgreementAgreement pertaining to the Fixed Assets Loans, or in any other Loan DocumentDocument pertaining to the Fixed Assets Loans, as the Mortgagee Grantee may determine in its sole discretion; (e) to the Mortgagor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or

Application of Proceeds and Awards. The Mortgagee may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions Fixed Asset Loans and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition Interest") to the extent such interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions Fixed Asset Loans and unpaid, SECONDsecond, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE clause (Bb) above); (d) to fulfill any of the other covenants contained herein, in the Credit AgreementAgreement pertaining to the Fixed Assets Loans, or in any other Loan DocumentDocument pertaining to the Fixed Assets Loans, as the Mortgagee may determine in its sole discretion; (e) to the Mortgagor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or

Application of Proceeds and Awards. The Mortgagee Beneficiary may, at ---------------------------------- its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor Grantor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee Beneficiary in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) Ratably, to the payment of any Obligation secured by this Deed of Trust other than indebtedness with respect to the Secured Obligations; (c) Ratably, to the payment of the principal of the Credit Extensions Secured Obligations and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition ------------- Interest") to the -------- extent such interest is a Secured an Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement Default Rate on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of ----- interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) accrued on the Credit Extensions Secured Obligations and unpaid, SECONDsecond, to ------ the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE (B) above); (d) to fulfill any of the other covenants contained herein, in the Credit Agreement, or in any other Loan Document, herein as the Mortgagee Beneficiary may determine in its sole discretiondetermine; (e) to the Mortgagor Grantor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or (f) to the Grantor. Notwithstanding the foregoing provisions of this Section 2.3 to the ----------- contrary, and if each of the following conditions is satisfied, the Beneficiary, upon request of the Grantor, shall apply insurance proceeds or condemnation awards received by it to the restoration or replacement of the Collateral, to the extent necessary for the restoration or replacement thereof: (i) there shall then exist no uncured material Default; (ii) the Grantor shall furnish to the Beneficiary a certificate of an architect or engineer reasonably acceptable to the Beneficiary stating (x) that the Collateral is capable of being restored, prior to the maturity of the Loans, to substantially the same condition as existed prior to the casualty or Taking, (y) the aggregate estimated direct and indirect costs of such restoration and (z) as to any Taking, that the property taken in such Taking, or sold under threat thereof, is not necessary to the Grantor's customary use or occupancy of the Property; and (iii) in the event that the estimated cost of restoration set forth in the certificate of such architect or engineer (and such revisions to such estimate as are from time to time made) exceeds the net insurance proceeds or condemnation awards actually received from time to time, the Grantor shall deposit the amount of such excess with the Beneficiary. In the event that such insurance proceeds or condemnation awards are to be utilized in the restoration of the Collateral, the Beneficiary shall disburse such Proceeds and the additional amounts deposited by the Grantor for such restoration after receipt of a written request for disbursement, on not less than five nor more than twelve Business Days' notice and, to the extent applicable, in accordance with customary construction loan procedures and conditions. In the event that such insurance or condemnation awards are to be utilized to replace the Collateral so destroyed or taken, the Beneficiary shall disburse such Proceeds after receipt of a written request for disbursement, on not less than five nor more than twelve Business Days' notice simultaneously with the acquisition of such replacement property by the Grantor. In the event that, after the restoration or replacement of the Collateral, any insurance or condemnation awards shall remain, such amount shall be paid to the Grantor. Insurance proceeds and condemnation awards shall be invested in the manner reasonably requested by the Grantor and approved by the Beneficiary, and all interest earned thereon shall be applied as provided in this Section 2.3. If, ----------- prior to the receipt by the Beneficiary of such insurance proceeds or condemnation awards, the Collateral shall have been sold on foreclosure, the Beneficiary shall have the right to receive said insurance proceeds or condemnation awards to the extent of any deficiency found to be due upon such sale, with legal interest thereon, whether or not a deficiency judgment shall have been sought or recovered or denied, and the reasonable attorneys' fees, costs and disbursements incurred by the Beneficiary in connection with the collection of such award or payment.

Application of Proceeds and Awards. The Mortgagee may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions Senior Secured Notes and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition Interest") to the extent such interest is a Secured an Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) accrued on the Credit Extensions Senior Secured Notes and unpaid, SECONDsecond, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE clause (Bb) above); (d) to fulfill any of the other covenants contained herein, in the Credit AgreementIndenture, the Senior Secured Notes, or in any other Loan DocumentSecurity Agreements executed pursuant to the Indenture, as the Mortgagee may determine in its sole discretion; (e) to the Mortgagor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or

Application of Proceeds and Awards. The Mortgagee Beneficiary may, at its option, apply all amounts recovered under any insurance policy covering the Trust Premises required to be maintained by the Mortgagor Trustor hereunder and all awards and payments received by it on account of any Taking covering the Trust Premises in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee Beneficiary in obtaining any such insurance proceeds or awards, including the reasonable fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions Senior Notes and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POST-PETITION INTEREST") Post Petition Interest to the extent such interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions Senior Notes and unpaid, SECONDsecond, to the payment of all amounts of principal at in the time outstanding; (c) to the payment of, or the application to, any Secured Obligation Obligations (other than as provided in CLAUSE clause (Bb) above);; and (d) to fulfill any of the other covenants contained herein, in the Credit AgreementIndenture, or in any other Loan Documentthe Senior Notes, and the Security Documents, as the Mortgagee Beneficiary may determine in its sole reasonable discretion; (e) to the Mortgagor Trustor for application to the cost of restoring the Collateral Trust Premises and the replacement of Goods destroyed, damaged or taken; orand

Application of Proceeds and Awards. The Mortgagee Beneficiary may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor Trustor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee Trustee, or the Beneficiary, in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POST-POST PETITION INTEREST") to the extent such interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRST, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions and unpaid, SECOND, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE clause (Bb) above); (d) to fulfill any of the other covenants contained herein, in the Credit Agreement, or in any other Loan Document, as the Mortgagee Beneficiary may determine in its sole discretion; (e) to the Mortgagor Trustor for application to the cost of restoring the Collateral Trust Premises and the replacement of Goods destroyed, damaged or taken; or (f) to the Trustor. Notwithstanding the foregoing provisions of this SECTION 2.3 to the contrary (but subject to the provisions of SECTION 2.4), and if each of the following conditions is satisfied, the Beneficiary, upon request of the Trustor, shall apply insurance proceeds or condemnation awards received by it to the restoration or replacement of the Trust Premises, to the extent necessary for the restoration or replacement thereof: (i) there shall then exist no uncured Default of which Trustor has received notice thereof; (ii) the Trustor shall furnish to the Beneficiary a certificate of an architect or engineer reasonably acceptable to the Beneficiary stating (x) that the Trust Premises is capable of being restored, prior to the maturity of the Credit Agreement, to substantially the same condition as existed prior to the casualty or Taking, (y) the aggregate estimated direct and indirect costs of such restoration and (z) as to any Taking, that the property taken in such Taking, or sold under threat thereof, is not necessary to the Trustor's customary use or occupancy of the Property; and (iii) in the event that the estimated cost of restoration set forth in the certificate of such architect or engineer (and such revisions to such estimate as are from time to time made) exceeds the net insurance proceeds or condemnation awards actually received from time to time, the Trustor shall deposit the amount of such excess with the Beneficiary. In the event that such insurance proceeds or condemnation awards are to be utilized in the restoration of the Trust Premises, the Beneficiary shall disburse such Proceeds and the additional amounts deposited by the Trustor for such restoration after receipt of a written request for disbursement, on not fewer than five (5) nor more than twelve (12) Business Days notice and, to the extent

Application of Proceeds and Awards. The Mortgagee Beneficiary may, at its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor Trustor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee Trustee, or the Beneficiary, in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions Fixed Asset Loans and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POST-PETITION INTERESTPost Petition Interest") to the extent such interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions Fixed Asset Loans and unpaid, SECONDsecond, to the payment of all amounts of principal at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE clause (Bb) above); (d) to fulfill any of the other covenants contained herein, in the Credit AgreementAgreement pertaining to the Fixed Assets Loans, or in any other Loan DocumentDocument pertaining to the Fixed Assets Loans, as the Mortgagee Beneficiary may determine in its sole discretion; (e) to the Mortgagor Trustor for application to the cost of restoring the Collateral Trust Premises and the replacement of Goods destroyed, damaged or taken; or (f) to the Trustor. Notwithstanding the foregoing provisions of this Section 2.3 to the contrary (but subject to the provisions of Section 2.4), and if each of the following conditions is satisfied, the Beneficiary, upon request of the Trustor, shall apply insurance proceeds or condemnation awards received by it to the restoration or replacement of the Trust Premises, to the extent necessary for the restoration or replacement thereof: (i) there shall then exist no uncured Event of Default; (ii) the Trustor shall furnish to the Beneficiary a certificate of an architect or engineer reasonably acceptable to the Beneficiary stating (x) that the Trust Premises is capable of being restored, prior to the maturity of the Credit Agreement, to substantially the same condition as existed prior to the casualty or Taking, (y) the aggregate estimated direct and indirect costs of such restoration and (z) as to any Taking, that the property taken in such Taking, or sold under threat thereof, is not necessary to the Trustor's customary use or occupancy of the Property or Trustor otherwise provides Mortgagee adequate assurance that the Trust Premises can be restored or is not necessary to Trustor's customary use or occupancy of the Property; and (iii) in the event that the estimated cost of restoration set forth in the certificate of such architect or engineer (and such revisions to such estimate as are from time to time made) exceeds the net insurance proceeds or condemnation awards actually received from time to time, the Trustor shall deposit the amount of such excess with the Beneficiary. In the event that such insurance proceeds or condemnation awards are to be utilized in the restoration of the Trust Premises, the Beneficiary shall disburse such Proceeds and the additional amounts deposited by the Trustor for such restoration after receipt of a written request for disbursement, on not fewer than five (5) nor more than twelve (12) Business Days notice and, to the extent applicable, in accordance with the Beneficiary's customary construction loan procedures and conditions. In the event that such insurance or condemnation awards are to be utilized to replace the Trust Premises so destroyed or taken, the Beneficiary shall disburse such Proceeds after receipt of a written request for disbursement, on not fewer than five (5) Business Days nor more than twelve (12) Business Days notice simultaneously with the acquisition of such replacement property by the Trustor. In the event that, after the restoration or replacement of the Trust Premises, any insurance or condemnation awards shall remain, such amount shall be paid to the Trustor. Insurance proceeds and condemnation awards shall be invested in the manner reasonably requested by the Trustor and approved by the Beneficiary, and all interest earned thereon shall be applied as provided in this Section 2.3. If, prior to the receipt by the

Application of Proceeds and Awards. The Mortgagee may, at ----------------------------------- its option, apply all amounts recovered under any insurance policy required to be maintained by the Mortgagor hereunder and all awards received by it on account of any Taking in any one or more of the following ways: (a) to the payment of the reasonable costs and expenses incurred by the Mortgagee in obtaining any such insurance proceeds or awards, including the fees and expenses of attorneys and insurance and other experts and consultants, the costs of litigation, arbitration, mediation, investigations and other judicial, administrative or other proceedings and all other out-of-pocket expenses; (b) to the payment of the principal of the Credit Extensions and any interest (including post-petition interest payable in any proceedings for bankruptcy under applicable law ("POSTPost-PETITION INTERESTPetition Interest") to the ---------------------- extent such interest is a Secured Obligation) accrued and unpaid thereon, without regard to whether any portion or all of such amounts shall be matured or unmatured, together with interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted by applicable law) interest; and, in case such amount shall be insufficient to pay in full all such amounts, then such amount shall be applied, FIRSTfirst, ----- to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) accrued on the Credit Extensions and unpaid, SECONDsecond, to the payment of all amounts of principal ------ at the time outstanding; (c) to the payment of, or the application to, any Secured Obligation (other than as provided in CLAUSE (B) above); (d) to fulfill any of the other covenants contained herein, in the Credit Agreement, or in any other Loan Document, as the Mortgagee may determine in its sole discretion; (e) to the Mortgagor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or