Common use of Borrower’s Obligation to Rebuild and Use of Proceeds Therefor Clause in Contracts

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If Lender does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtedness, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney and adjusters’ fees and expenses, to release the same to Borrower periodically provided that Borrower shall: (a) Expeditiously repair and restore all damage to the portion of the Property in question resulting from such fire or other casualty, including completion of the construction if such fire or other casualty shall have occurred prior to completion, so that the Property will be completed in accordance with the plans and specifications therefor; and (b) If the proceeds of fire or casualty insurance (and the undisbursed available Loan proceeds for construction) are, in Lender’s sole judgment, insufficient to complete the repair and restoration of the buildings, structures and other improvements constituting the Property, then Borrower shall promptly deposit with Lender the amount of such deficiency. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds and funds deposited by Borrower pursuant to this Section 5.2 and the disbursement thereof shall be conditioned upon Borrower’s satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders for projects similar to the Property, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguards.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If Lender does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtedness, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping if not otherwise inconsistent with the terms of this Agreement and the other Loan Documents. Thereafterany applicable Approved Lease, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender shall have a first and prior security interest in each such escrow account. If any such fire or casualty results in rental abatement under any Approved Lease, Lender may also require that the applicable Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the such Improvements. As provided under Section Subject to the terms of Sections 3.6 and 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney and adjusters’ fees and expenses, to release the same to the applicable Borrower periodically periodically, provided that such Borrower shall: (a) Expeditiously repair and restore restore, or cause to be repaired and restored, all damage to the portion of the Property in question applicable Project resulting from such fire or other casualty, including completion of the construction if such fire or other casualty shall have occurred prior to completion, so that the Property such Project will be completed in accordance with the plans and specifications therefor; and (b) If the proceeds of fire or casualty insurance (and the undisbursed available Loan proceeds for construction) are, in Lender’s sole judgment, insufficient to complete the repair and restoration of the buildings, structures and other improvements constituting the Propertyaffected Project, then such Borrower shall promptly deposit with Lender the amount of such deficiency. Any request by a Borrower for a disbursement by Lender of fire or casualty insurance proceeds and funds deposited by such Borrower pursuant to this Section 5.2 and the disbursement thereof shall be conditioned upon such Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders for projects similar to the Propertysubject Project, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguards, to the extent such requirements are not inconsistent (as determined by Lender) with the terms of any Approved Lease governing the disbursement of such proceeds, as described in Section 5.1 above.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If Lender the Administrative Agent does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtednessObligations, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 13.1 of this Agreement, Lender the Administrative Agent shall have the right (but not the obligation) to settle, collect and retain such proceedsretain, in an interest bearing account, all proceeds and after deduction of all expenses of collection and settlement, including attorney attorneys' and adjusters’ ' fees and expenses, to release the same with interest to the Borrower periodically provided that the Borrower shall: (a) Expeditiously repair and restore all damage to the portion of the Property Project, as applicable, in question resulting from such fire or other casualty, including completion of the construction Construction of the Project, as applicable, if such fire or other casualty shall have occurred prior to completion, so that the Property Project will be completed in accordance with the plans Plans and specifications thereforSpecifications by the Scheduled Completion Date as extended by the period of delay resulting from such casualty; and (b) If the proceeds of fire or casualty insurance (and the undisbursed available proceeds of the Loan proceeds for constructionConstruction of the Project) are, in Lender’s sole the Administrative Agent's reasonable judgment, insufficient to (i) maintain the Loan in balance in accordance with the provisions of Article 9 of this Agreement (if the damage occurs to the Project during the Construction period) or (ii) complete the repair and restoration of the buildings, structures and other improvements constituting the PropertyProject, if the damage occurs thereto after Construction of the Project is completed, then the Borrower shall promptly deposit with Lender the Administrative Agent the amount of such deficiency, which amount shall in fact be used to restore the Project or otherwise be returned to the Borrower. If such fire or other casualty shall have occurred to the Project during the Construction period, then all proceeds of fire or casualty insurance and funds deposited with the Administrative Agent shall first be fully disbursed before the disbursement of any further proceeds of the Loan. Any request by the Borrower for a disbursement by Lender the Administrative Agent of fire or casualty insurance proceeds and funds deposited by the Borrower pursuant to this Section 5.2 13.2 shall be treated by the Administrative Agent as if such request were for an advance of the Loan hereunder, and the disbursement thereof shall be conditioned upon the Borrower’s 's compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders under this Agreement for projects similar to an advance of the Property, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguardsLoan.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If Lender does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtedness, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney and adjusters’ fees and expenses, to release the same to Borrower periodically provided that Borrower shall: (a) Expeditiously repair and restore all damage to the portion of the Property Project in question resulting from such fire or other casualty, including completion of the construction if such fire or other casualty shall have occurred prior to completion, so that the Property Project will be completed in accordance with the plans and specifications therefor; and (b) If the proceeds of fire or casualty insurance (and the undisbursed available Loan proceeds for construction) are, in Lender’s sole judgment, insufficient to complete the repair and restoration of the buildings, structures and other improvements constituting the PropertyProject, then Borrower shall promptly deposit with Lender the amount of such deficiency. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds and funds deposited by Borrower pursuant to this Section 5.2 and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders for projects similar to the PropertyProject, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguards.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If In case Lender does not elect to apply or is does not entitled have the right to apply fire or casualty insurance proceeds the Proceeds to the indebtedness, any and all insurance proceeds received by Borroweras provided in Section 12.1 above, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney and adjusters’ fees and expenses, to release the same to Borrower periodically provided that Borrower shall: (a) Expeditiously repair Proceed with diligence to make settlement with insurers or the appropriate Governmental Authorities and restore all damage cause the Proceeds to be deposited with Lender and allocated by Lender to each Condominium Building, garage or amenity damaged by such casualty; (b) In the portion event of any delay in making settlement with insurers or the appropriate Governmental Authorities or effecting collection of the Property in question resulting from such fire or other casualtyProceeds, including completion as reasonably determined by Lender, deposit with Lender the full amount required to restore and complete Construction of the construction if such fire damaged Improvements; (c) In the event the Proceeds allocated by Lender to a damaged Condominium Building or other casualty shall have occurred prior garage or amenity and the available remaining amounts in the applicable Condominium Building Allocation or the Garage/Amenity Allocation are insufficient to completion, so assure the Lender that the Property applicable Condominium Building Allocation, or the Garage/Amenity Allocation will be completed in accordance and remain In Balance, promptly deposit with Lender any amount necessary to place the plans and specifications thereforsame or the Loan In Balance; and (bd) If Promptly proceed with the proceeds Construction of fire the damaged Condominium Building, garage or casualty insurance (and the undisbursed available Loan proceeds for construction) areamenity, in Lender’s sole judgment, insufficient to complete including the repair of all damage resulting from such fire, condemnation or other cause and restoration of the buildings, structures and other improvements constituting the Property, then Borrower shall promptly deposit with Lender the amount of such deficiencyto its former condition. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds Proceeds and funds deposited by Borrower pursuant to this Section 5.2 shall be treated by Lender as if such request were for an advance of a Condominium Building Allocation or the Garage/Amenity Allocation, as applicable, and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders under this Agreement for projects similar to an advance of the PropertyCondominium Building Allocation or the Garage/Amenity Allocation, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguardsas applicable.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If All insurance proceeds shall be applied against the indebtedness of Borrower to Lender does not elect hereunder, with excess proceeds, if any, being paid by Lender to or is not Borrower; provided, however, if (a) no Event of Default exists hereunder at the time the insurance proceeds are to be disbursed and (b) Borrower complies with all conditions set forth below, Borrower shall be entitled to apply fire or casualty insurance use the proceeds of settlement of claims to the indebtedness, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of rebuild the Improvements. As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such The insurance proceeds, and after deduction of all expenses of collection and settlement, including attorney attorneys' and adjusters’ ' fees and expenses, to release the same shall be released to Borrower periodically provided that Borrower shall: (ai) Expeditiously repair and restore all damage to the portion of the Property Improvements in question resulting from such fire or other casualty, including completion of the construction if such fire or other casualty shall have occurred prior to completion, so that the Property Improvements will be completed in accordance with the plans Plans and specifications thereforSpecifications; and (bii) If the proceeds of fire or casualty insurance (and the undisbursed available Loan proceeds for construction) are, in Lender’s 's sole judgment, insufficient to complete maintain the repair and restoration Loan in balance in accordance with the provisions of the buildings, structures and other improvements constituting the PropertySection 7.2 of this Agreement, then Borrower shall promptly deposit with Lender the amount of such deficiency or otherwise provide to Lender's satisfaction a source of funds to make up such deficiency. All proceeds of insurance and funds held by Lender shall first be fully disbursed before the disbursement of any further proceeds of the Loan. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds and funds deposited by Borrower pursuant to this Section 5.2 11.2(ii) above shall be treated by Lender as if such request were for an advance of the Loan hereunder, and the disbursement thereof shall be conditioned upon Borrower’s 's compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders under this Agreement for projects similar to an advance of the Property, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguardsLoan.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If Lender does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtedness, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney and adjusters’ fees and expenses, to release the same to Borrower periodically provided that Borrower shall: (a) Expeditiously repair and restore all damage to the portion of the Property Project in question resulting from such fire or other casualty, including completion of the construction if such fire or other casualty shall have occurred prior to completion, so that the Property Project will be completed in accordance with the plans and specifications therefor; and (b) If the proceeds of fire or casualty insurance (and the undisbursed available Loan proceeds for construction) are, in Lender’s sole judgment, insufficient to complete the repair and restoration of the buildings, structures and other improvements constituting the PropertyProject, then Borrower shall promptly deposit with Lender the amount of such deficiency. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds and funds deposited by Borrower pursuant to this Section 5.2 and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders for projects similar to the PropertyProject, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguards.. Loan Agreement

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If Lender does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtedness, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 of this Agreement15.1, above, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney attorneys' and adjusters’ ' fees and expenses, to release the same to Borrower periodically periodically, provided that Borrower shall: : (ai) Expeditiously expeditiously repair and restore all damage to the portion of the Property Improvements in question resulting from such fire or other casualty, including completion of the construction if such fire or other casualty shall have occurred prior to completion, so that the Property Improvements will be completed in accordance with the plans and specifications thereforapproved by Lender; and and (bii) If if the proceeds of fire or casualty insurance (and the undisbursed available Loan proceeds for construction) are, in Lender’s 's sole judgment, insufficient to complete the repair and restoration of the buildings, structures and other improvements constituting the PropertyProject, then Borrower shall promptly deposit with Lender the amount of such deficiency. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds and funds deposited by Borrower pursuant to this Section 5.2 15.2 and the disbursement thereof shall be conditioned upon Borrower’s 's compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders for projects similar to the PropertyProject, including approval of plans and specifications, specifications submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguards. Borrower's failure to comply with this Section 15.2 shall constitute an Event of Default.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If Lender does not elect to or is not entitled to apply fire or casualty insurance proceeds to the indebtedness, any and all insurance proceeds received by Borrower, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney and adjusters’ fees and expenses, to release the same to Borrower periodically provided that Borrower shall: (a) Expeditiously Diligently repair and restore all damage to the portion of the Property Project in question resulting from such fire or other casualty, including completion of the construction if such fire or other casualty shall have occurred prior to completion, so that the Property Project will be completed in accordance with the plans and specifications therefor; and (b) If the proceeds of fire or casualty insurance (and the undisbursed available Loan proceeds for construction) are, in Lender’s sole judgment, insufficient to complete the repair and restoration of the buildings, structures and other improvements constituting the PropertyProject, then Borrower shall promptly deposit with Lender the amount of such deficiency. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds and funds deposited by Borrower pursuant to this Section 5.2 and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans made by institutional lenders for projects similar to the PropertyProject, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguards.

Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. If In case Lender does not elect to apply or is does not entitled have the right to apply fire or casualty insurance proceeds the Proceeds to the indebtedness, any and all insurance proceeds received by Borroweras provided in Section 16.1 above, including casualty or Business Income Coverage (as defined in Exhibit D attached hereto and made a part hereof) shall be delivered to Lender by Borrower in keeping with the terms of this Agreement and the other Loan Documents. Thereafter, all insurance proceeds received will be deposited into a third party escrow account controlled by Lender or its Mortgage Correspondent. Lender may also require that Borrower deposit any deficit between the business interruption or loss of rents proceeds received and the debt service due under the Loan Documents during the period of rebuilding or restoration of the Improvements. As provided under Section 5.1 of this Agreement, Lender shall have the right (but not the obligation) to settle, collect and retain such proceeds, and after deduction of all expenses of collection and settlement, including attorney and adjusters’ fees and expenses, to release the same to Borrower periodically provided that Borrower shall: (a) Expeditiously repair Proceed with diligence to make settlement with insurers or the appropriate Governmental Authorities and restore all damage cause the Proceeds to be deposited with Lender; (b) In the portion event of any material delay in making settlement with insurers or the appropriate Governmental Authorities or effecting collection of the Property in question resulting from such fire or other casualtyProceeds, including completion deposit with Lender the full amount required to complete construction as aforesaid; (c) In the event the Proceeds and the available proceeds of the construction if such fire or other casualty shall have occurred prior Loan are insufficient to completion, so assure the Lender that the Property Loan will be completed in accordance In Balance, promptly deposit with Lender any amount necessary to place the plans Loan In Balance (following which Lender will make disbursements of available proceeds of the Loan to Borrower for restoration provided that Borrower has satisfied and specifications thereforcomplies with all conditions precedent under this Agreement for an advance of the Loan); and (bd) If Promptly proceed with the proceeds assumption of fire or casualty insurance (and Construction of the undisbursed available Loan proceeds for construction) areImprovements, in Lender’s sole judgment, insufficient to complete including the repair of all damage resulting from such fire, condemnation or other cause and restoration of the buildings, structures and other improvements constituting the Property, then Borrower shall promptly deposit with Lender the amount of such deficiencyto its former condition. Any request by Borrower for a disbursement by Lender of fire or casualty insurance proceeds Proceeds and funds deposited by Borrower pursuant to this Section 5.2 shall be treated by Lender as if such request were for an advance of the Loan hereunder, and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable in connection with construction loans under this Agreement for an advance of the Loan. For avoidance of doubt, disbursements made by institutional lenders for projects similar to from such funds shall not be deemed an advancement of principal under the Property, including approval of plans and specifications, submittal of evidence of completion, updated title insurance, lien waivers, and other customary safeguardsLoan.