Common use of Application of Proceeds and Awards Clause in Contracts

Application of Proceeds and Awards. The Beneficiary may, at ---------------------------------- its option, apply all amounts recovered under any insurance policy required to be maintained by the 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 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; (d) to fulfill any of the other covenants contained herein as the Beneficiary may determine; (e) to the Trustor for application to the cost of restoring the Collateral 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, 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 Collateral, to the extent necessary for the restoration or replacement thereof: (i) there shall then exist no uncured material 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 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 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 Collateral, 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 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

Application of Proceeds and Awards. The Beneficiary 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 Trustor Grantor 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 Grantor to be applied pursuant to the provisions of the following ways: (a) to the payment of the reasonable costs and expenses incurred by 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) Ratably, to the payment of any Obligation secured by this Deed of Trust other than indebtedness with respect to the Secured Obligations; (d) to fulfill any of the other covenants contained herein as the Beneficiary may determine; (e) to the Trustor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or (f) to the TrustorCredit Agreement. Notwithstanding the foregoing provisions of this Section 2.3 to the ----------- contrarycontrary (but subject to the provisions of Section 2.4), and if each of the following conditions is satisfied, the BeneficiaryGrantee, upon request of the TrustorGrantor, shall may apply up to $2,500,000 of insurance proceeds or condemnation awards received by it to toward the restoration or replacement of the affected Collateral, to the extent necessary for the restoration or replacement thereof; provided that: (i) there shall no Default or Event of Default then exist no uncured material Defaultexists; (ii) the Trustor Grantor shall furnish have furnished to the Beneficiary Grantee a certificate of an architect or engineer reasonably acceptable to the Beneficiary Grantee stating (x) that the Collateral is capable of being restored, prior to the maturity of the LoansCredit Agreement, to substantially the same condition as existed prior to the casualty or Takingcasualty, (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 TrustorGrantor's customary use or occupancy of the PropertyProperty or Grantor otherwise provides Grantee 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 the net maximum amount of insurance proceeds or condemnation awards actually received from time that would be permitted to timebe applied to the restoration or replacement of the Collateral pursuant to the foregoing, the Trustor Grantor shall deposit the amount of such excess with the BeneficiaryGrantee. In the event that that, after the restoration or replacement of the Collateral, 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 Grantee of such insurance proceeds or condemnation awards are to be utilized in the restoration of the Collateralawards, the Beneficiary Collateral shall disburse such Proceeds and have been sold on foreclosure, the additional amounts deposited by Grantee shall have the Trustor for such restoration after receipt of a written request for disbursement, on not less than five nor more than twelve Business Days' notice and, right to receive said insurance proceeds or condemnation awards to the extent applicable, in accordance with customary construction loan procedures and conditions. In the event that such insurance or condemnation awards are of any deficiency found to be utilized to replace due upon such sale, with legal interest thereon, whether or not a deficiency judgment shall have been sought or recovered or I-2-B-16 20 denied, and the Collateral so destroyed reasonable attorneys' fees, costs and disbursements incurred by the Grantee in connection with the collection of such award or taken, the Beneficiary shall disburse such Proceeds after receipt of a written request for disbursement, on not less than five nor more than twelvepayment.

Application of Proceeds and Awards. The Beneficiary 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 Trustor Mortgagor 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 Mortgagor to be applied pursuant to the provisions of the following ways: (a) to the payment of the reasonable costs and expenses incurred by 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) Ratably, to the payment of any Obligation secured by this Deed of Trust other than indebtedness with respect to the Secured Obligations; (d) to fulfill any of the other covenants contained herein as the Beneficiary may determine; (e) to the Trustor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or (f) to the TrustorCredit Agreement. Notwithstanding the foregoing provisions of this Section 2.3 to the ----------- contrarycontrary (but subject to the provisions of Section 2.4), and if each of the following conditions is satisfied, the BeneficiaryMortgagee, upon request of the TrustorMortgagor, shall may apply up toward $2,500,000 of insurance proceeds or condemnation awards received by it to the restoration or replacement of the affected Collateral, to the extent necessary for the restoration or replacement thereof; provided, that: (i) there shall no Default or Event of Default then exist no uncured material Defaultexists; (ii) the Trustor Mortgagor shall furnish have furnished to the Beneficiary Mortgagee a certificate of an architect or engineer reasonably acceptable to the Beneficiary Mortgagee stating (x) that the affected Collateral is capable of being restored, prior to the maturity of the LoansCredit Agreement, to substantially the same condition as existed prior to the casualty or Takingcasualty, (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 TrustorMortgagor's customary use or occupancy of the PropertyProperty or Mortgagor otherwise provides Mortgagee 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 the net maximum amount of insurance proceeds or condemnation awards actually received from time that would be permitted to timebe applied to the restoration or replacement of the Collateral pursuant to the foregoing, the Trustor Mortgagor shall deposit the amount of such excess with the BeneficiaryMortgagee. In the event that that, after the restoration or replacement of the Collateral, 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 of such insurance proceeds or condemnation awards are to be utilized in the restoration of the Collateralawards, the Beneficiary Collateral shall disburse such Proceeds and have been sold on foreclosure, the additional amounts deposited by Mortgagee shall have the Trustor for such restoration after receipt of a written request for disbursement, on not less than five nor more than twelve Business Days' notice and, right to receive said insurance proceeds or condemnation awards to the extent applicable, in accordance with customary construction loan procedures and conditions. In the event that such insurance or condemnation awards are of any deficiency found to be utilized to replace due upon such sale, with legal interest thereon, whether or not a deficiency judgment shall have been sought or recovered or denied, and the Collateral so destroyed reasonable attorneys' fees, costs and disbursements incurred by the Mortgagee in connection with the collection of such award or taken, the Beneficiary shall disburse such Proceeds after receipt of a written request for disbursement, on not less than five nor more than twelvepayment.

Application of Proceeds and Awards. The Beneficiary 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 Trustor Mortgagor 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 Mortgagor to be applied pursuant to the provisions of the following ways: (a) to the payment of the reasonable costs and expenses incurred by 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) Ratably, to the payment of any Obligation secured by this Deed of Trust other than indebtedness with respect to the Secured Obligations; (d) to fulfill any of the other covenants contained herein as the Beneficiary may determine; (e) to the Trustor for application to the cost of restoring the Collateral and the replacement of Goods destroyed, damaged or taken; or (f) to the TrustorCredit Agreement. Notwithstanding the foregoing provisions of this Section 2.3 to the ----------- contrarycontrary (but subject to the provisions of Section 2.4), and if each of the following conditions is satisfied, the BeneficiaryMortgagee, upon request of the TrustorMortgagor, shall may apply up to $2,500,000 of insurance proceeds or condemnation awards received by it to toward the restoration or replacement of the affected Collateral, to the extent necessary for the restoration or replacement thereof:; provided that: I-1-B-15 76 (i) there shall no Default or Event of Default then exist no uncured material Defaultexists; (ii) the Trustor Mortgagor shall furnish have furnished to the Beneficiary Mortgagee a certificate of an architect or engineer reasonably acceptable to the Beneficiary Mortgagee stating (x) that the Collateral is capable of being restored, prior to the maturity of the LoansCredit Agreement, to substantially the same condition as existed prior to the casualty or Takingcasualty, (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 TrustorMortgagor's customary use or occupancy of the PropertyProperty or Mortgagor otherwise provides Mortgagee 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 the net maximum amount of insurance proceeds or condemnation awards actually received from time that would be permitted to timebe applied to the restoration or replacement of the Collateral pursuant to the foregoing, the Trustor Mortgagor shall deposit the amount of such excess with the BeneficiaryMortgagee. In the event that that, after the restoration or replacement of the Collateral, 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 of such insurance proceeds or condemnation awards are to be utilized in the restoration of the Collateralawards, the Beneficiary Collateral shall disburse such Proceeds and have been sold on foreclosure, the additional amounts deposited by Mortgagee shall have the Trustor for such restoration after receipt of a written request for disbursement, on not less than five nor more than twelve Business Days' notice and, right to receive said insurance proceeds or condemnation awards to the extent applicable, in accordance with customary construction loan procedures and conditions. In the event that such insurance or condemnation awards are of any deficiency found to be utilized to replace due upon such sale, with legal interest thereon, whether or not a deficiency judgment shall have been sought or recovered or denied, and the Collateral so destroyed reasonable attorneys' fees, costs and disbursements incurred by the Mortgagee in connection with the collection of such award or taken, the Beneficiary shall disburse such Proceeds after receipt of a written request for disbursement, on not less than five nor more than twelvepayment.