Common use of Casualties; Insurance Proceeds Clause in Contracts

Casualties; Insurance Proceeds. Trustor shall give prompt written notice to Beneficiary after the happening of any casualty to or in connection with the Trust Estate or any part thereof, whether or not covered by insurance. In the event of such casualty, all proceeds of insurance shall be payable to Beneficiary, and Trustor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to Beneficiary. If Trustor receives any proceeds of insurance resulting from such casualty, Trustor shall promptly pay over such proceeds to Beneficiary. Beneficiary may participate in any proceedings and join Trustor in adjusting, settling or compromising any loss or event of loss covered by insurance, and any such adjustment settlement or compromise shall by subject to obtaining the consent of Beneficiary, which consent shall not be unreasonably withheld. Subject to the next following sentence, in the event of any damage or destruction of the Premises or the Improvements, Beneficiary shall apply all loss proceeds remaining after deduction of all expenses of collection and settlement thereof, including, without limitation, attorneys’ and adjusters’ fees and expenses, to the restoration of the Improvements, upon such conditions as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, or is then due and payable for materials theretofore installed or work theretofore performed upon said property and properly includable in the cost of restoration thereof), and any balance of such proceeds shall be paid over to Trustor. If, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred and, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change in the contemplated use or operation of the Improvements or the Premises, then, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiary, the additional amounts necessary to accomplish restoration, or Beneficiary consents to the contemplated modification or change to the use and operation of the Improvements or the Premises, whichever is applicable, Beneficiary shall (at the sole and absolute discretion of the Lenders) (a) to apply all or any portion of such proceeds to any of the Obligations in such order as the Lenders may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determine. Nothing herein contained shall be deemed to excuse Trustor from repairing or maintaining the Trust Estate as provided in Section 2.4 hereof or restoring all damage or destruction to the Trust Estate, regardless of whether or not there are insurance proceeds available to Trustor or whether any-such proceeds are sufficient in amount, and the application, or release by Beneficiary of any insurance proceeds shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.

Casualties; Insurance Proceeds. Trustor Mortgagor shall give prompt written notice thereof to Beneficiary Mortgagee after the happening occurrence of any casualty to or in connection with the Trust Estate Mortgaged Property or any part thereof, whether or not covered by insurance. In the event of such casualty, all proceeds of insurance shall must be payable to BeneficiaryMortgagee, and Trustor Mortgagor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to BeneficiaryMortgagee. If Trustor Mortgagor receives any proceeds of insurance resulting from such casualty, Trustor Mortgagor shall promptly pay over such proceeds to BeneficiaryMortgagee. Beneficiary may participate in any proceedings and join Trustor in adjustingNotwithstanding the above, settling or compromising any loss or event provided that (i) such proceeds do not exceed $500,000 for the Mortgaged Property, (ii) no Event of loss covered by insuranceDefault exists, and any (iii) the casualty does not materially impair the value of the Mortgaged Property, Mortgagor may retain such adjustment settlement proceeds (which shall be applied to the restoration of the Improvements to the extent required to repair a casualty). At all times during the existence of an Event of Default, Mortgagee is hereby authorized and empowered by Mortgagor to settle, adjust or compromise shall by subject to obtaining the consent any and all claims for loss, damage or destruction under any policy or policies of Beneficiary, which consent shall not be unreasonably withheldinsurance. Subject to the next following sentence, in In the event of any damage or destruction of the Premises or the ImprovementsPremises, Beneficiary Mortgagee shall apply all loss proceeds remaining after deduction deductions of all expenses of collection and settlement thereof, including, without limitation, reasonable attorneys’ ' and adjusters’ adjustors' fees and expenses, to the restoration of the Improvements, upon such conditions Improvements but only as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, repairs or is then replacements are effected and continuing expenses become due and payable for materials theretofore installed or work theretofore performed upon said property payable; provided that the following conditions are met: (a) no Event of Default exists that has not been cured; (b) the Loan is in Balance (taking into account all costs of reconstruction and properly includable in the cost amount of restoration thereof)the loss proceeds, if any, the amount of operating expenses and interest that will accrue under the Notes, and any balance additional funds deposited by Mortgagor with Mortgagee to pay for such costs of such proceeds shall be paid over to Trustor. Ifreconstruction); (c) Mortgagee has determined, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred andin its sole discretion, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) that the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change in can be repaired and that the contemplated use or operation damaged portion of the Improvements or can be completed according to the Premisesrequirements of the Loan Agreement; (d) Mortgagee and all applicable governmental authorities have approved the final plans and specifications for reconstruction of the damaged portion of the Improvements; (e) Mortgagee has approved, thenfor the reconstruction of the damaged portion of the Improvements, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiaryin its sole discretion, the additional amounts necessary budget, the construction schedule and the construction contract; and (f) Mortgagee has determined, in its sole discretion, that after the reconstruction work is completed, the ratio of the then applicable Committed Amount to accomplish restorationthe then "As-Is" appraised value (based on evidence reasonably satisfactory to Mortgagee, including, if required by Mortgagee or Mortgagor, updated Appraisals approved by Mortgagee, which approval shall not be withheld unreasonably) of the Properties does not exceed the Maximum Committed Amount Leverage Ratio (as defined in the Loan Agreement), provided Mortgagor may pay down the outstanding principal amount of the Loan, or Beneficiary consents cancel applicable undisbursed amount(s) of the Revolving Portion so that the Maximum Committed Amount Leverage Ratio is satisfied. If any one or more of such conditions set forth herein have not been met, Mortgagee will not be obligated to make any further disbursements pursuant to the contemplated modification or change Loan Agreement, and Mortgagee shall apply all loss proceeds, after deductions as herein provided, to the use and operation repayment of the Improvements or the Premises, whichever is applicable, Beneficiary shall (at the sole and absolute discretion outstanding balance of the Lenders) Notes (a) to apply without payment of a prepayment premium other than the Interest Differential), together with all or any portion of such proceeds to any of the Obligations accrued interest thereon, in such order as Mortgagee may elect, notwithstanding that the Lenders outstanding balance may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determinenot be due and payable. Nothing herein contained shall will be deemed to excuse Trustor Mortgagor from repairing or maintaining the Trust Estate Mortgaged Property as provided in Section 2.4 1.2 hereof or restoring all damage or destruction to the Trust EstateMortgaged Property, regardless of whether or not there are insurance proceeds available to Trustor Mortgagor or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary Mortgagee of any insurance proceeds shall will not cure or waive any default or notice of default under this Deed of Trust Mortgage or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.

Casualties; Insurance Proceeds. Trustor shall give prompt written notice to Beneficiary after the happening of any casualty to or in connection with the Trust Estate or any part thereof, whether or not covered by insurance. In the event of such casualty, all proceeds of insurance shall be payable to Beneficiary, and Trustor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to Beneficiary. If Trustor receives any proceeds of insurance resulting from such casualty, Trustor shall promptly pay over such proceeds to Beneficiary. Beneficiary may participate in any proceedings and join Trustor in adjusting, settling or compromising any loss or event of loss covered by insurance, and any such adjustment adjustment, settlement or compromise shall by subject to obtaining the consent of Beneficiary, which consent shall not be unreasonably withheld. Subject to the next following sentence, in the event of any damage or destruction of the Premises or the Improvements, Beneficiary shall apply all loss proceeds remaining after deduction of all expenses of collection and settlement thereof, including, without limitation, attorneys’ ' and adjusters’ adjustors' fees and expenses, to the restoration of the Improvements, upon such conditions as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, or is then due and payable for materials theretofore installed or work theretofore performed upon said property and properly includable in the cost of restoration thereof), and any balance of such proceeds shall be paid over to Trustor. If, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”"POTENTIAL DEFAULT") has occurred and, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not not, in Beneficiary’s Secured Party's reasonable judgment, sufficient for restoration of said property, or (iii) the damage or destruction will, in Beneficiary’s Secured Party's reasonable judgment, materially affect or require a change in the contemplated use or operation of the Improvements or the Premises, then, unless Trustor cures such Potential Default Default, or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiary, the additional amounts necessary to accomplish restoration, or Beneficiary consents to the contemplated modification or change to the use and operation of the Improvements or the Premises, whichever is applicable, Beneficiary shall (at have the option, in its sole and absolute discretion of the Lenders) discretion, (a) to apply all or any portion of such proceeds to any of the Obligations in such order as the Lenders Beneficiary may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders Beneficiary shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders Beneficiary shall determine. Nothing herein contained shall be deemed to excuse Trustor from repairing or maintaining the Trust Estate as provided in Section SECTION 2.4 hereof or restoring all damage or destruction to the Trust Estate, regardless of whether or not there are insurance proceeds available to Trustor or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary of any insurance proceeds shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”"APPLIED PROCEEDS"), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, destruction to the Trust Estate.

Casualties; Insurance Proceeds. Trustor shall give prompt written notice thereof to Beneficiary after the happening occurrence of any casualty to or in connection with the Trust Estate or any part thereof, whether or not covered by insurance. In the event of such casualty, all proceeds of insurance shall required under the Exhibit "B" must be payable to Beneficiary, and Trustor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to Beneficiary. If Trustor receives any proceeds of insurance required under Exhibit "B" resulting from such casualty, Trustor shall promptly pay over such proceeds to Beneficiary. Beneficiary may participate in is hereby authorized and empowered by Trustor to settle, adjust or compromise any proceedings and join Trustor in adjustingall claims for loss, settling damage or compromising destruction under any loss policy or event policies of loss covered by insurance, and any provided, Trustor shall have the right to approve such adjustment settlement or compromise shall by subject to obtaining the consent so long as there is no outstanding Event of Beneficiary, which consent shall not be unreasonably withheldDefault. Subject Notwithstanding anything to the next following sentencecontrary above, if any new improvements are constructed upon the Land which do not replace any of the Improvements described on Exhibit "C" attached hereto (the "New Improvements"), Beneficiary shall in no way be entitled to receive any of the insurance proceeds which are attributable to the New Improvements. In the event of any damage or destruction of the Premises or the ImprovementsProperty, Beneficiary shall apply all loss proceeds remaining after deduction deductions of all expenses of collection and settlement thereof, including, without limitation, reasonable attorneys’ ' and adjusters’ adjustors' fees and expenses, to the restoration of the Improvements, upon such conditions Improvements but only as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, repairs or is then replacements are effected and continuing expenses become due and payable for materials theretofore installed or work theretofore performed upon said property and properly includable payable; provided that the conditions set forth in the cost of restoration thereof), and any balance of such proceeds shall be paid over to Trustor. If, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred and, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds Section 1.17 hereof are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change in the contemplated use or operation of the Improvements or the Premises, then, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiary, the additional amounts necessary to accomplish restoration, or Beneficiary consents to the contemplated modification or change to the use and operation of the Improvements or the Premises, whichever is applicable, Beneficiary shall (at the sole and absolute discretion of the Lenders) (a) to apply all or any portion of such proceeds to any of the Obligations in such order as the Lenders may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determinemet. Nothing herein contained shall will be deemed to excuse Trustor from repairing or maintaining the Trust Estate as provided in Section 2.4 1.2 hereof or restoring all damage or destruction to the Trust Estate, regardless of whether or not there are insurance proceeds available to Trustor or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary of any insurance proceeds shall will not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.

Casualties; Insurance Proceeds. Trustor Borrower shall give prompt written notice thereof to Beneficiary Collateral Agent after the happening occurrence of any casualty to or in connection with the Trust Estate or any part thereof, whether or not covered by insurance. In the event of such casualty, all proceeds of insurance shall must be payable to BeneficiaryCollateral Agent, and Trustor Borrower hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to BeneficiaryCollateral Agent. If Trustor Borrower receives any proceeds of insurance resulting from such casualty, Trustor Borrower shall promptly pay over such proceeds to BeneficiaryCollateral Agent. Beneficiary may participate in any proceedings Collateral Agent is hereby authorized and join Trustor in adjustingempowered by Borrower to settle, settling or compromising any loss or event of loss covered by insurance, and any such adjustment settlement adjust or compromise shall by subject to obtaining the consent any and all claims for loss, damage or destruction under any policy or policies of Beneficiary, which consent shall not be unreasonably withheldinsurance. Subject to the next following sentence, in In the event of any damage or destruction of the Premises or the ImprovementsPremises, Beneficiary Collateral Agent shall apply all loss proceeds remaining after deduction deductions of all expenses of collection and settlement thereof, including, without limitation, reasonable attorneys’ and adjustersadjustors’ fees and expenses, to the restoration of the Improvements, upon such conditions Improvements but only as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, repairs or is then replacements are effected and continuing expenses become due and payable for materials theretofore installed or work theretofore performed upon said property and properly includable payable; provided that the following conditions are met: (a) no event of default exists; (b) Collateral Agent has determined, in the cost of restoration thereof)its sole discretion, and any balance of such proceeds shall be paid over to Trustor. If, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred and, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) that the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change in can be repaired and that the contemplated use or operation damaged portion of the Improvements can be completed, in each case to the equivalent of its original condition or to such other condition as may be approved by Collateral Agent; (c) Collateral Agent and all applicable governmental authorities have approved the final plans and specifications for reconstruction of the damaged portion of the Improvements; (d) Collateral Agent has approved, for the reconstruction of the damaged portion of the Improvements, in its sole discretion, the budget, the construction schedule and the construction contract; and (e) Collateral Agent has determined, in its sole discretion, that after the reconstruction work is completed, the value of the Premises will not be less than the original appraised value of the Premises, thenas approved by Collateral Agent. If any one or more of such conditions set forth herein have not been met, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with BeneficiaryCollateral Agent shall apply all loss proceeds, within five (5) days of demand by Beneficiaryafter deductions as herein provided, the additional amounts necessary to accomplish restoration, or Beneficiary consents to the contemplated modification or change to the use and operation repayment of the Improvements or the Premises, whichever is applicable, Beneficiary shall (at the sole and absolute discretion outstanding balance of the Lenders) (a) to apply Debentures, together with all or any portion of such proceeds to any of the Obligations accrued interest thereon, in such order as Collateral Agent may elect, notwithstanding that the Lenders outstanding balance may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determinenot be due and payable. Nothing herein contained shall will be deemed to excuse Trustor Borrower from repairing or maintaining the Trust Estate as provided in Section 2.4 1.2 hereof or restoring all damage or destruction to the Trust Estate, regardless of whether or not there are insurance proceeds available to Trustor Borrower or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary Collateral Agent of any insurance proceeds shall will not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.

Casualties; Insurance Proceeds. Trustor shall give prompt written notice thereof to Beneficiary after the happening of any casualty to or in connection with the Trust Estate Property, the Improvements, or any part thereof, whether or not covered by insurance. In insurance subject to the provisions of any senior liens, in the event of such casualty, all proceeds of insurance shall be payable to Beneficiary, whether required by the Loan Documents or otherwise, and Trustor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to Beneficiary. If Trustor receives any proceeds of insurance resulting from such casualty, whether required by the Loan Documents or otherwise, Trustor shall promptly pay over such proceeds to Beneficiary, except where the insurance proceeds for such casualty are less than $50,000. Beneficiary may participate in any proceedings is hereby authorized and join is empowered by Trustor in adjustingto settle, settling or compromising any loss or event of loss covered by insurance, and any such adjustment settlement adjust or compromise shall by subject to obtaining the consent any and all claims for loss, damage or destruction under any policy or policies of Beneficiary, which consent shall not be unreasonably withheldinsurance. Subject to the next following sentence, in In the event of any damage or destruction of the Premises Property or the Improvements, Beneficiary shall apply all loss proceeds remaining after deduction of all expenses of collection and settlement thereof, including, without limitation, attorneys’ and adjusters’ fees and expensesexpenses of attorneys and adjustors, to the restoration of the Improvements, upon such conditions but only as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, repairs or is then replacements are effected and continuing expenses become due and payable for materials theretofore installed or work theretofore performed upon said property and properly includable provided all applicable conditions specified in the cost of restoration thereof), and Loan Documents with respect thereto have been satisfied. If any balance one or more of such proceeds shall be paid over to Trustor. If, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred and, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change conditions in the contemplated use or operation of the Improvements or the Premises, then, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiary, the additional amounts necessary to accomplish restoration, or Beneficiary consents to the contemplated modification or change to the use and operation of the Improvements or the Premises, whichever is applicableLoan Documents has not been met, Beneficiary shall (at not be obligated to make any further disbursements pursuant to the sole Note and absolute discretion of the Lenders) (a) to Beneficiary shall apply all or any portion of such proceeds to any of the Obligations in such order loss proceeds, after deductions as the Lenders may determineherein provided, or (b) to apply all or any portion of such proceeds to the restoration repayment of said propertyany indebtedness thereunder, subject to such conditions as together with all accrued interest thereon, notwithstanding that the Lenders outstanding balance may not be due and payable and the Agreement shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determineterminate. Nothing herein contained shall be deemed to excuse Trustor from repairing or maintaining the Trust Estate Property and the Improvements as provided in Section 2.4 1.2 hereof or restoring all damage or destruction to the Trust EstateProperty or the Improvements, regardless of whether or not there are insurance proceeds available to Trustor or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary of any insurance proceeds shall not cure or waive any default or Event of Default nor any notice of default under this Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.

Casualties; Insurance Proceeds. Trustor Grantor shall give prompt written notice thereof to Beneficiary Grantee after the happening of any casualty to or in connection with the Trust Estate Collateral or any part thereof, whether or not covered by insuranceinsurance where the reasonably estimated loss or cost to repair equals or exceeds $50,000. In the event of such casualty, all proceeds of insurance equal to or exceeding $50,000 shall be payable to BeneficiaryGrantee, on behalf of and as Collateral Agent for the Lenders, and Trustor Grantor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to BeneficiaryGrantee. If Trustor Grantor receives any proceeds of insurance resulting from such casualtycasualty equal to or exceeding $50,000, Trustor Grantor shall promptly pay over such proceeds to Beneficiary. Beneficiary may participate Grantee, subject to the provisions contained in any proceedings lease superior to this Security Deed and join Trustor covering the portion of the Collateral which is damaged or destroyed by the casualty, which provisions require payment of such proceeds to a person other than Grantee. Grantee is hereby authorized to pay out such proceeds with interest as provided in adjustingthis SECTION 1.05, settling or compromising any loss or event all such interest to be the income of loss covered Grantor to be held by insuranceGrantee, on behalf of and any such adjustment settlement or compromise shall by as Collateral Agent for the Lenders, subject to obtaining the consent terms of Beneficiarythis Security Deed. Grantor shall pay all taxes upon such income and agrees to indemnify and hold harmless Grantee and the Lenders against such liability. If an Event of Default then exists under the terms of the Loan Documents or this Security Deed, which consent Grantee shall not be unreasonably withheld. Subject obligated to make any further disbursements pursuant to the next following sentence, in the event of any damage or destruction of the Premises or the Improvements, Beneficiary Credit Agreement and Grantee shall apply all loss proceeds remaining after deduction of all reasonable expenses of and collection and settlement thereof, including, including without limitation, reasonable attorneys’ ' and adjusters’ adjustors' fees and expensescharges, to the restoration repayment of the Improvementsoutstanding balance of the Indebtedness together with accrued interest, notwithstanding that the outstanding balance may not be due and payable. Otherwise, Grantee shall disburse such proceeds to Grantor in periodic intervals, upon delivery by Grantor of bills and invoices for repair or replacement work, if Grantor submits a plan to Grantee for repair or replacement of the Collateral or Improvements thereon which were damaged, lost, stolen or destroyed within ninety (90) days after said casualty, and Grantee approves such conditions as Beneficiary plan, which approval shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement not be unreasonably withheld or delayed. In the event Grantee disburses insurance proceeds to Grantor, Grantor shall use such funds solely in the manner and for the purposes set forth in the plan for repair or replacement of the Collateral or Improvements thereon. Any portion of such proceeds funds not used for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, such repair or is then due and payable for materials theretofore installed or work theretofore performed upon said property and properly includable in the cost of restoration thereof), and any balance of such proceeds replacement shall be paid over delivered to TrustorGrantee. If, notwithstanding the foregoing to the contrary, however, Grantee does not receive such plan from Grantor within ninety (i90) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred anddays, at the time of Grantee shall apply such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change in the contemplated use or operation of the Improvements or the Premises, then, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiary, the additional amounts necessary to accomplish restoration, or Beneficiary consents to the contemplated modification or change to the use and operation of the Improvements or the Premises, whichever is applicable, Beneficiary shall (at the sole and absolute discretion of the Lenders) (a) to apply all or any portion of such proceeds to any of the Obligations in such order as the Lenders may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determineindebtedness. Nothing herein contained shall be deemed to excuse Trustor Grantor from repairing or maintaining the Trust Estate Collateral as provided in Section 2.4 SECTION 1.02 hereof or restoring all damage or destruction to the Trust EstateCollateral, regardless of whether or not there are insurance proceeds available to Trustor Grantor or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary Grantee of any insurance proceeds shall not cure or waive any default Potential Event of Default or notice Event of default Default under this Security Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.

Casualties; Insurance Proceeds. Trustor shall give prompt written notice thereof to Authority and Beneficiary after the happening of any casualty to or in connection with the Trust Estate Land, the Improvements, or any part thereof, whether or not covered by insurance. In the event of such casualty, all proceeds of insurance shall be payable to the Beneficiary, whether required by the Loan Documents or otherwise, and Trustor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to the Beneficiary, for the benefit of the Project. If Trustor receives any proceeds of insurance resulting from such casualty, whether required by the Loan Documents or otherwise, Trustor shall promptly pay over such proceeds to the Beneficiary. Beneficiary may participate in any proceedings and join Trustor in adjusting, settling or compromising any loss or event of loss covered by insurance, and any such adjustment settlement or compromise shall by subject to obtaining the consent of Beneficiary, which consent shall not be unreasonably withheld. Subject to the next following sentence, in In the event of any damage or destruction of the Premises Land or the Improvements, Beneficiary Beneficiary, at the written direction of Authority, shall apply all loss proceeds remaining after deduction of all expenses of collection and settlement thereof, including, without limitation, attorneys’ fees and expenses of attorneys and adjusters’ fees and expenses, to the restoration of the Improvements, upon such conditions but only as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, repairs or is then replacements are effected and continuing expenses become due and payable for materials theretofore installed or work theretofore performed upon said property and properly includable provided all applicable conditions specified in the cost of restoration thereof), and Loan Agreement with respect thereto have been satisfied. If any balance one or more of such proceeds shall be paid over to Trustor. If, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred and, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change conditions in the contemplated use or operation of the Improvements or the Premises, then, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiary, the additional amounts necessary to accomplish restoration, or Beneficiary consents to the contemplated modification or change to the use and operation of the Improvements or the Premises, whichever is applicableLoan Agreement have not been met, Beneficiary shall (at apply all loss proceeds, after deductions as herein provided, to the sole and absolute discretion prepayment of the Lenders) (a) to apply all or any portion of such proceeds to any outstanding balance of the Obligations in such order as Note, together with all accrued interest thereon, notwithstanding that the Lenders outstanding balance may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determinenot be due and payable. Nothing herein contained shall be deemed to excuse Trustor from repairing or maintaining the Trust Estate Land and the Improvements as provided in Section 2.4 1.2 hereof or restoring all damage or destruction to the Trust EstateLand or the Improvements, regardless of whether or not there are insurance proceeds available to Trustor or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary Beneficiary, at the written direction of Authority, of any insurance proceeds shall not cure or waive any default Default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.

Casualties; Insurance Proceeds. Trustor Borrower shall give prompt written notice thereof to Beneficiary Lender after the happening occurrence of any casualty to or in connection with the Trust Estate or any part thereof, whether or not covered by insurance, to the extent the amount claimed on account of such casualty is in excess of $500,000.00 (the “Threshold Amount”). In the event of such casualtycasualty in excess of the Threshold Amount, all proceeds of insurance shall must be payable to BeneficiaryLender, and Trustor Borrower hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to BeneficiaryLender. If Trustor Borrower receives any proceeds of insurance resulting from such casualtycasualty in excess of the Threshold Amount, Trustor Borrower shall promptly pay over such proceeds to BeneficiaryLender. Beneficiary may Lender is hereby authorized and empowered by Borrower to participate in any proceedings and join Trustor in adjustingthe settlement, settling or compromising any loss or event of loss covered by insurance, and any such adjustment settlement or compromise of any and all claims for loss, damage or destruction under any policy or policies of insurance in excess of the Threshold Amount and following an Event of Default is authorized and empowered by Borrower to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance. So long as no Event of Default has occurred and is continuing, Borrower shall by subject be entitled to obtaining receive and use any and all loss proceeds where the consent of Beneficiary, which consent shall not be unreasonably withheld. Subject amount claimed is under the Threshold Amount to the next following sentence, in restoration of the Improvements. In the event of any damage or destruction of the Premises or in excess of the ImprovementsThreshold Amount, Beneficiary Lender shall apply all loss proceeds remaining after deduction deductions of all expenses of collection and settlement thereof, including, without limitation, reasonable attorneys’ ' and adjusters’ adjustors' fees and expenses, to the restoration of the Improvements, upon such conditions Improvements but only as Beneficiary shall reasonably determine (it being expressly agreed that Beneficiary may condition disbursement of such proceeds for restoration upon proof that an amount equal to the sum which Beneficiary is requested to disburse has theretofore been paid by Trustor, repairs or is then replacements are effected and continuing expenses become due and payable for materials theretofore installed or work theretofore performed upon said property payable; provided that the following conditions are met: (a) no Event of Default exists; (b) the Loan is in balance (taking into account all costs of reconstruction and properly includable in the cost amount of restoration thereof)the loss proceeds, if any, the amount of operating expenses and interest that will accrue under the Note, and any balance additional funds deposited by Borrower with Lender to pay for such costs of such proceeds shall be paid over to Trustor. Ifreconstruction); (c) Lender has determined, notwithstanding the foregoing to the contrary, (i) any Event of Default or event which with the passage of time or giving of notice or both would constitute an Event of Default (a “Potential Default”) has occurred andin its sole discretion, at the time of such damage or destruction or at the time of application of insurance proceeds, is continuing, or (ii) said loss proceeds are not in Beneficiary’s reasonable judgment, sufficient for restoration of said property, or (iii) that the damage or destruction will, in Beneficiary’s reasonable judgment, materially affect or require a change in can be repaired and that the contemplated use or operation damaged portion of the Improvements or can be completed according to the Premisesrequirements of the Loan Agreement; (d) Lender and all applicable governmental authorities have approved the final plans and specifications for reconstruction of the damaged portion of the Improvements; (e) Lender has approved, thenfor the reconstruction of the damaged portion of the Improvements, unless Trustor cures such Potential Default or Trustor provides to Beneficiary reasonable security by depositing with Beneficiary, within five (5) days of demand by Beneficiaryin its sole discretion, the additional amounts necessary budget, the construction schedule and the construction contract; and (f) Lender has determined, in its sole discretion, that after the reconstruction work is completed, the value of the Project will not be less than the original appraised value of the Project, as approved by Lender. If any one or more of such conditions set forth herein have not been met, Lender will not be obligated to accomplish restoration, or Beneficiary consents make any further disbursements pursuant to the contemplated modification or change Loan Agreement, and Lender shall apply all such loss proceeds, after deductions as herein provided, to the use and operation repayment of the Improvements or the Premises, whichever is applicable, Beneficiary shall (at the sole and absolute discretion outstanding balance of the Lenders) (a) to apply Note, together with all or any portion of such proceeds to any of the Obligations accrued interest thereon, in such order as Lender may elect, notwithstanding that the Lenders outstanding balance may determine, or (b) to apply all or any portion of such proceeds to the restoration of said property, subject to such conditions as the Lenders shall determine, or (c) to deliver all or any portion of such proceeds to Trustor, subject to such conditions as the Lenders shall determinenot be due and payable. Nothing herein contained shall will be deemed to excuse Trustor Borrower from repairing or maintaining the Trust Estate as provided in Section 2.4 1.2 hereof or restoring all damage or destruction to the Trust Estate, regardless of whether or not there are insurance proceeds available to Trustor Borrower or whether any-any such proceeds are sufficient in amount, and the application, application or release by Beneficiary Lender of any insurance proceeds shall will not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice, provided, however, that so long as no Event of Default is then in existence and Beneficiary has applied all or a portion of such proceeds to any of the Obligations (such amount which is applied, the “Applied Proceeds”), Trustor shall have no obligation to repair or restore any damage or destruction to the Trust Estate in an amount equal to the Applied Proceeds, provided, however, further, that Trustor shall not be excused from using any proceeds other than the Applied Proceeds plus any deductible under any applicable insurance policy to repair or restore any damage or destruction, to the Trust Estate.