Common use of CASUALTY AND APPLICATION OF PROCEEDS Clause in Contracts

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured Casualty does not exceed $200,000, Borrower may settle and adjust any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for any such insurance proceeds. (ii) If an Insured Casualty shall equal or exceed $200,000, Lender may settle and adjust any claim without the consent of Borrower and agree with the insurance company or companies on the amount to be paid on the loss, and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured Casualty where the loss is in an aggregate amount less than $2,000,000, and if, in the reasonable judgment of Lender, the Property can be restored within six (6) months and prior to the Optional Prepayment Date to an economic unit not less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debt, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently prosecute such Restoration; provided that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid will equal or exceed the sum of (I) expenses in connection with the operation of the Property and (II) the Debt Service under the Loan. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to reimburse Borrower for the cost of any Restoration, in the manner set forth below. Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by Borrower. Any such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve and (iv) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured Casualty that does not exceed $200,000100,000, Borrower may settle and adjust any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for any such insurance proceeds. (ii) If an Insured Casualty shall equal or exceed $200,000100,000 but not exceed 15% of the Allocated Loan Amount for the affected Property, Lender and Borrower shall settle and adjust any claim jointly, unless an Event of Default is continuing. If an Event of Default is continuing or such Insured Casualty shall exceed 15% of the Allocable Loan Amount for the affected Property, Lender may settle and adjust any claim without the consent of Borrower and agree with the insurance company or companies on the amount to be paid on the loss. In the case of any Insured Casualty that equals or exceeds $100,000, and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured Casualty where the loss is in an aggregate amount greater than $100,000 but less than $2,000,00015% of the Allocated Loan Amount for the affected Property, and if, in the reasonable judgment of Lender, the affected Property can be restored within six twelve (612) months and prior to the Optional Prepayment Date maturity of the Note to an economic unit not less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will (together with the unaffected Properties) adequately secure the Debt, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently prosecute such Restoration; provided that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid will equal or exceed the sum of (I) expenses in connection with the operation of the Property and (II) the Debt Service under the Loan. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to reimburse Borrower for the cost of any Restoration, in the manner set forth below. Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by Borrower. Any such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve and (iv) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.have

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured In the event of a Casualty does not exceed that is less than $200,000, 1,000,000 Borrower may settle and adjust any claim without the consent of LenderLender and retain the proceeds thereof; provided that such adjustment is carried out in a competent and timely manner. In such casehowever, Borrower is hereby authorized shall give notice to collect Lender of each such Casualty and receipt for any such insurance proceedsof the settlement thereof. (ii) If an Insured Casualty shall equal or exceed $200,000, Lender may settle and adjust any claim without the consent of Borrower and agree with the insurance company or companies on the amount to be paid on the loss, and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured a Casualty where the loss is in an aggregate amount less than $2,000,000, and if, in the reasonable judgment amount of $1,000,000 or more, if each of the following is true at all times: (A) the Insurance Proceeds are sufficient to pay for the Restoration as reasonably determined by Lender, ; (B) after such Restoration the Property can be restored within six (6) months and prior to the Optional Prepayment Date to an economic unit not less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debt, then, if outstanding balance of the Loan; (C) no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance exists; (after reimbursement of any expenses incurred by LenderD) Lender shall be applied to reimburse Borrower for satisfied that the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty Restoration will be (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently prosecute such Restoration; provided that (iA) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance Insurance Proceeds made available pursuant to the terms hereof; (iiB) the Restoration shall be done in compliance with all applicable Legal Requirements; (C) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than thirty (30) days after settlement with the applicable insurance carrier regarding the Insurance Proceeds arising from the Casualty) and shall diligently pursue the same to satisfactory completion; (D) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements, including any applicable Environmental Laws; and (iiiE) Lender shall have received evidence reasonably satisfactory to it Lender that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid paid, will equal or exceed the sum of (I1) expenses in connection with the operation of the Property Property, (2) the required payments of principal and interest on the Loan, and (II3) the Debt Service under other payments required pursuant to this Agreement or the LoanLoan Documents. (cb) Except as provided aboveabove in Section 6.1.2(a)(ii), the proceeds of insurance Insurance Proceeds collected upon any Insured Casualty shall, shall be deposited with Lender and at the Lender’s option of Lender (in its sole discretion), be applied to the payment of the Debt or after reimbursement of any expenses incurred by Lender or, if Lender so elects (without any obligation to do so), after reimbursement of any reasonable expenses incurred by Lender, Lender shall hold such amount and such proceeds shall be maintained and applied in accordance with the Loan Documents to reimburse Borrower pay for the cost of any Restoration, Restoration in the manner set forth belowherein. Any such application to the Debt shall be without any prepayment consideration premium, but shall otherwise be at Lender’s sole discretion, except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal as specifically provided herein to the Yield Maintenance Premiumcontrary, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by Borrower. Any such application to the Debt and shall be applied to those payments of principal and interest last (including any Additional Interest) in inverse order, due under the Note but or as otherwise determined by Lender and shall not postpone or reduce any payments otherwise required pursuant to the Note and the other than such last due payments. (d) If Borrower is entitled to reimbursement out of insurance proceeds held Loan Documents or otherwise determined by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve and (iv) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured Casualty does not exceed $200,000100,000, Borrower may settle and adjust any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for any such insurance proceeds. (ii) If an Insured Casualty shall equal or exceed $200,000100,000, Borrower may settle and adjust such claim with Lender's consent, which shall not be unreasonably withheld or delayed (provided that such settlement and adjustment is carried out in a competent and timely manner), and Borrower may agree (subject to such consent by Lender) with the insurance company or companies on the amount to be paid on the loss; provided, however that if at the time of the Insured Casualty an Event of Default then exists, Lender may settle and adjust any claim without the consent of Borrower and agree with the insurance company or companies on the amount to be paid on the loss. In any event described in this subparagraph (ii), and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured Casualty where the loss is in an aggregate amount less than $2,000,0001,000,000, and if, in the reasonable judgment of Lender, the Property can be restored within six twelve (612) months and prior to the Optional Prepayment Date maturity of the Note to an economic unit not less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debt, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property Parcel or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently to prosecute such Restoration; provided that that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid will equal or exceed the sum of (I) expenses in connection with the operation of the Property and (II) the Debt Service under debt service on the Loan. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty ("Insurance Proceeds") shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to reimburse Borrower for the cost of any Restoration, in the manner set forth below. Any application of Insurance Proceeds to the Debt shall include any applicable Casualty Return-of-Amount. Any such application to the Debt shall be without any prepayment consideration consideration, other than payment of any applicable Return-of-Amount, except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 2.3.7 hereof if a Defeasance Deposit was to be made by Borrower. Any such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i1) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii2) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii3) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve approve, and (iv4) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured In the event of a Casualty does that is less than $250,000 (not exceed $200,000including any deductible permitted to be maintained hereunder which is paid by Borrowers), the appropriate Borrower or such Loan Party which owns the Asset subject to such Casualty may settle and adjust any claim without the consent of Lender; Administrative Agent, provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect manner and receipt for the proceeds of any such insurance proceedspolicy shall be due and payable solely to Administrative Agent and held in escrow by Administrative Agent in the Loss Proceeds Subaccount. (ii) If an Insured In the event a Casualty shall equal or exceed $200,000250,000 (not including any deductible permitted to be maintained hereunder which is paid by Borrowers), Lender then and in that event, Administrative Agent will consult with Borrowers as to the settlement and adjustment of the claim but may thereafter settle and adjust any claim without the consent of Borrower Borrowers if Borrowers and Administrative Agent are unable to agree as to such matters or any other Loan Party and agree with the insurance company or companies on the amount to be paid on the loss, loss and the proceeds of any such policy shall be due and payable solely to Lender Administrative Agent, as agent for Lenders, and held in escrow by Lender Administrative Agent, as agent for Lenders, in accordance the Loss Proceeds Subaccount provided however, that this provision shall not restrict the rights of the lessor under any Ground Lease to (x) settle, adjust or compromise any claim for Insurance Proceeds or to (y) approve any settlement, adjustment or compromise of any claim for Insurance Proceeds to the extent the approval of such lessor is required under such Ground Lease. Administrative Agent shall not be required to consult with the terms hereofBorrowers if an Event of Default is then continuing. (b) In the event of a Casualty with respect to an Insured Casualty Asset where the loss is in an aggregate amount less than $2,000,000, thirty percent (30%) of the Allocated Loan Amount for such Asset and if, in the reasonable judgment of LenderAdministrative Agent, the Property Asset can be restored within six twelve (612) months after the occurrence of the Casualty and prior to maturity of the Optional Prepayment Date Notes to an economic unit not less valuable (including an assessment of the impact of the termination of any Tenant Leases due to such Casualty) and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the DebtAllocated Loan Amount for such Asset, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (shall be deposited directly into the appropriate Deposit Account, whereupon such insurance proceeds shall be transferred to the Loss Proceeds Subaccount where, after reimbursement of any reasonable out-of-pocket expenses incurred by Lender) Administrative Agent, such proceeds shall be maintained and applied to reimburse Borrower pay for the cost of restoring, repairing, replacing or rebuilding the Property Asset or part thereof subject to the Insured Casualty (the "RestorationRESTORATION"), in the manner set forth herein. Borrower Borrowers hereby covenants covenant and agrees agree to (and cause the other Loan Parties to with respect to Assets owned by such Loan Parties) commence and diligently to prosecute such Restoration; provided that that: (i) Borrower Borrowers shall pay all costs (and if required by LenderAdministrative Agent, Borrower in the event Administrative Agent determines in its reasonable discretion that Borrowers are likely not to have sufficient Mortgaged Property Gross Cash Flow in excess of Operating Expenses therefore Borrowers shall deposit the total thereof with Lender Administrative Agent, in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirementsapplicable laws, rules and regulations; and (iii) Lender Administrative Agent shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by LenderAdministrative Agent, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid paid, will equal or exceed the sum of (I1) expenses in connection with the operation of the Property and Property, (II2) the Debt Service under the LoanLoans, and (3) the other payments required pursuant to Section 10.9.1(a) hereof or Section 10.9.2(a) hereof, as applicable. Notwithstanding anything to the contrary contained in this Section 7.1.2, Borrowers may, in their sole discretion, elect not to undertake the Restoration of an Asset and to instead prepay a portion of the Domestic Notes, if such Asset was a Domestic Asset or the Canadian Notes, if such Asset was a Canadian Asset (each in accordance with the terms of Section 2.3.3) and cause the Asset which suffered the Casualty to be Partially Released in accordance with and subject to Section 2.4. provided at least ten (10) Securitizable Assets remain. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shall, and any other funds contributed by Borrowers under Section 7.1.2(b) shall be deposited directly into the appropriate Deposit Account and at the option of Lender the Requisite Lenders and Administrative Agent in its their sole discretion, be applied to the payment of the Debt (in the case of a Casualty involving a Domestic Asset) or the Canadian Loan (in the case of a Casualty involving a Canadian Asset) (in each case after reimbursement of any expenses incurred by Administrative Agent) or transferred into the Loss Proceeds Subaccount where (after reimbursement of any expenses incurred by Administrative Agent) such proceeds and other funds shall be maintained and applied to reimburse Borrower pay for the cost of any Restoration, Restoration (whether such costs are incurred by Borrowers or any other Loan Party) in the manner set forth belowherein. If the proceeds of insurance collected upon a Casualty are applied by Lenders to payment of the Debt pursuant to this Section 7.1.2, Borrowers may elect to prepay a portion of the Loans sufficient to obtain a Partial Release of the Asset which is the subject of the Casualty pursuant to Section 2.4.1 hereof provided Borrowers shall have satisfied or caused to be satisfied the following conditions (the "CASUALTY RELEASE EVENT"): (i) such prepayment shall be made on the first scheduled payment date occurring after the appropriate Borrower shall have provided Administrative Agent with thirty (30) days irrevocable prior written notice of its intent to make such repayment, which notice shall have been delivered to Administrative Agent no later than thirty (30) days after such proceeds of insurance are applied to payment of the Debt (in the case of a Casualty involving a Domestic Asset) or the Canadian Loan (in the case of a Casualty involving a Canadian Asset); and (ii) all of the requirements of Section 2.4.1 shall have been satisfied. Any such application to the Debt (or the Canadian Loan, as applicable) or repayment of the Debt (or the Canadian Loan, as applicable) pursuant to this clause (c) shall be without any prepayment consideration or premium (other than Losses and Gains) except that if a Default or an Event of Default has occurred and is continuing at the time the insurance proceeds are receivedcontinuing, then Borrower Borrowers shall pay to Lender Administrative Agent, an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was Repayment Premium applicable to be made by Borrowersuch prepayment. Any such application to the Debt or repayment of the Debt pursuant to this clause (c) shall (x) be applied to those payments of principal and interest last due under the Note Notes but shall not postpone or reduce any payments otherwise required pursuant to the Note Notes other than such last due paymentspayments and (y) if the Asset subject to the Casualty was a Canadian Asset, be applied to the Canadian Notes or if the Asset subject to the Casualty was a Domestic Asset, be applied to the Domestic Notes. (d) If Borrower is In the event Borrowers are entitled to reimbursement out of insurance proceeds held by LenderAdministrative Agent (whether for costs incurred by Borrowers or any other Loan Party), such proceeds shall be deposited by Lender into disbursed from the Casualty/Condemnation Loss Proceeds Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender Administrative Agent being furnished with with: (i) evidence satisfactory to it Administrative Agent of the estimated cost of completion of the Restoration, ; (ii) funds orfunds, or at LenderAdministrative Agent's option, assurances satisfactory to Lender Administrative Agent that such funds are or will become available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, ; (iii) evidence reasonably acceptable to Administrative Agent that all work in connection with which the reimbursement is being requested has been performed and paid for which shall include, if the estimated cost of the Restoration exceeds the lesser of $250,000 and ten percent (10%) of the Allocated Loan Amount with respect to such Asset, such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender Administrative Agent may reasonably require and approve approve; and (iv) all plans and specifications for such Restoration, such plans and specifications to be delivered and approved by Lender Administrative Agent (such approval not to be unreasonably withheld) prior to commencement of any workwork if the estimated cost of the Restoration exceeds the lesser of $250,000 and ten percent (10%) of the Allocated Loan Amount with respect to such Asset. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to timetime nor be made in contravention of the holdback provisions of any applicable construction, mechanic's or similar lien legislation; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of LenderAdministrative Agent, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender Administrative Agent by or on behalf of Borrower Borrowers for that purpose, shall be at least sufficient in the reasonable judgment of Lender Administrative Agent to pay for the cost of completion of the Restoration, free and clear of all liens Liens or claims for lienLien. Any surplus which may remain out of insurance proceeds held by Lender Administrative Agent after payment of such costs of Restoration shall be paid to BorrowerBorrowers.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If Prior to the occurrence of an Insured Event of Default, in the event of a Casualty does not exceed with respect to the Property that is less than $200,000100,000 in the aggregate, Borrower may settle and adjust any claim without the consent of Lender; Lender and retain the proceeds thereof provided that such adjustment is carried out in a competent and timely manner. In such casewithin twenty (20) days following the settlement, Borrower is hereby authorized delivers to collect Lender written notice of the settlement, together with a memorandum summarizing the relevant and receipt for any such insurance proceedsmaterial terms of the settlement. (ii) If an Insured Casualty Lender shall equal or exceed $200,000be authorized to, Lender may in its sole and absolute discretion but without any obligation to do so, settle and adjust any claim or proceeding in the event of a Casualty with respect to the Property that is equal to or in excess of $100,000, or regardless of amount following the occurrence and during the continuance of an Event of Default, in either case, without the consent any obligation to consult with Borrower in connection therewith. It shall be an Event of Borrower and agree with the insurance company or companies on the amount to be paid on the loss, and the proceeds of Default hereunder if any such policy shall be due and payable solely to Lender and held in escrow claim is settled or compromised on terms that are not approved by Lender in accordance with writing (such approval not to be unreasonably withheld or delayed). The expenses incurred by Lender in the terms hereof. (b) adjustment and collection of Insurance Proceeds shall become part of the Debt and be secured by the Loan Documents and shall be reimbursed by Borrower upon demand. In the event of an Insured a Casualty where with respect to the loss Property in excess of $100,000 if each of the following is in an aggregate amount less than $2,000,000true at all times: (A) the Insurance Proceeds, and iftogether with any funds deposited with Lender by Borrower, in are sufficient to pay for the reasonable judgment of Restoration as determined by Lender; (B) after such Restoration, the Property can be restored within six (6) months and prior to the Optional Prepayment Date to an economic unit not less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debt, then, if outstanding balance of the Loan; (C) no Default or Event of Default exists; (D) less than one percent (1%) of the total floor area of the income producing Improvements has been substantially damaged, destroyed, or rendered unusable as a result of the Casualty; (E) Lender shall have occurred be satisfied that the Restoration will be completed on or before the earlier of (i) six (6) months prior to the Maturity Date, or (ii) twelve (12) months after the occurrence of the Casualty; (F) the Property and the use thereof after the Restoration will be then continuingin compliance with and permitted under all applicable Legal Requirements; (G) Guarantors provide Lender with a completion guaranty covering such Restoration on terms and conditions acceptable to Lender; (H) the Casualty does not result in the loss of access to the Property or the Improvements located thereon in any material respect, and (I) Borrower complies with any other reasonable conditions imposed by Lender, then, the proceeds of insurance (Insurance Proceeds shall be deposited with Lender and after reimbursement of any expenses incurred by Lender) , such Insurance Proceeds shall be maintained and applied to reimburse Borrower pay for the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty (the "“Restoration"”), in the manner set forth herein. The Borrower hereby covenants and agrees to commence and diligently prosecute such Restoration; provided that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of : (A) income derived from the Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid will equal or exceed the sum of (I) expenses in connection with the operation of the Property and (II) the Debt Service under the Loan. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to reimburse Borrower for the cost of any Restoration, in the manner set forth below. Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by Borrower. Any such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve and (iv) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.)

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured In the event of a Casualty does that is less than $250,000 (not exceed $200,000including any deductible permitted to be maintained hereunder which is paid by Borrower), Borrower may settle and adjust any claim without the consent of Lender; Administrative Agent, provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect manner and receipt for the proceeds of any such insurance proceedspolicy shall be due and payable solely to Administrative Agent and held in escrow by Administrative Agent in the Loss Proceeds Subaccount. (ii) If an Insured In the event a Casualty shall equal or exceed $200,000250,000 (not including any deductible permitted to be maintained hereunder which is paid by Borrower), Lender then and in that event, Administrative Agent will consult with Borrower as to the settlement and adjustment of the claim but may thereafter settle and adjust any claim without the consent of Borrower if Borrower and Administrative Agent are unable to agree as to such matters and agree with the insurance company or companies on the amount to be paid on the loss, loss and the proceeds of any such policy shall be due and payable solely to Lender Administrative Agent, as agent for Lenders, and held in escrow by Lender Administrative Agent, as agent for Lenders, in accordance the Loss Proceeds Subaccount. Administrative Agent shall not be required to consult with the terms hereofBorrower if an Event of Default is then continuing. (b) In the event of a Casualty with respect to an Insured Casualty Asset where the loss is in an aggregate amount less than $2,000,000, thirty percent (30%) of the Allocated Loan Amount for such Asset and if, in the reasonable judgment of LenderAdministrative Agent, the Property Asset can be restored within six twelve (612) months after the occurrence of the Casualty and prior to maturity of the Optional Prepayment Date Note to an economic unit not less valuable (including an assessment of the impact of the termination of any Tenant Leases due to such Casualty) and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the DebtAllocated Loan Amount for such Asset, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently prosecute such Restoration; provided that 96 103 (i) Borrower shall pay all costs (and if required by LenderAdministrative Agent, in the event Administrative Agent determines in its reasonable discretion that Borrower is likely not to have sufficient Mortgaged Property Gross Cash Flow in excess of Operating Expenses therefore Borrower shall deposit the total thereof with Lender Administrative Agent, in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirementsapplicable laws, rules and regulations; and (iii) Lender Administrative Agent shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by LenderAdministrative Agent, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid paid, will equal or exceed the sum of (I1) expenses in connection with the operation of the Property and Property, (II2) the Debt Service under the Loan, and (3) the other payments required pursuant to Section 10.9.1(a) hereof or Section 10.9.2(a) hereof, as applicable. Notwithstanding anything to the contrary contained in this Section 7.1.2, Borrower may, in its sole discretion, elect not to undertake the Restoration of an Asset and to instead defease a portion of the Notes (in accordance with the terms of Section 2.3.3) and cause the Asset which suffered the Casualty to be Partially Released in accordance with and subject to Section 2.4. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to reimburse and any other funds contributed by Borrower for the cost of any Restoration, in the manner set forth below. Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by Borrower. Any such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve and (iv) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.7.1.2

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If In the event of an Insured Casualty that does not exceed $200,000250,000, Borrower may settle and adjust any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for any such insurance proceeds. (ii) If In the event of an Insured Casualty shall equal that equals or exceed exceeds $200,000250,000, Lender may settle and adjust any claim without the consent of Borrower and agree with the insurance company or companies on the amount to be paid on the loss, loss and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured Casualty where the loss is in an aggregate amount less than $2,000,000sixty percent (60%) of the Allocated Loan Amount for any individual Property, and if, in the reasonable judgment of Lender, the Property can be restored within six (6) months and prior to the Optional Prepayment Date maturity of the Note (and prior to the expiration of the business interruption insurance) to an economic unit not materially less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debtoutstanding balance of the Allocated Loan Amount, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently to prosecute such Restoration; provided that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the applicable Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid paid, plus (C) any amounts otherwise deposited by Borrower with Lender, will equal or exceed the sum of (I) expenses in connection with the operation of the such Property and (II) the Debt Service debt service under the Loanportion of the Loan attributable to such Property. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shallmay, at the option of Lender in its sole discretion, be applied to the payment of the Debt (up to the Release Amount for the Property so affected together with any Yield Maintenance Premium applicable thereto to the extent provided under Section 2.3.3) or applied to reimburse Borrower for the cost of any Restoration, in the manner set forth below. Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are receivedreceived from the insurance company, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by BorrowerBorrower in the case of a Defeased Note equal to the amount of the insurance proceeds applied to the Debt. Any After any such application to the Debt shall be applied to those payments of Debt, the remaining principal and interest last due balance outstanding under the Note but shall not postpone or reduce any payments otherwise required pursuant to be reamortized over the Note other than remaining term thereof, and the Allocated Loan Amount for the affected Property shall be reduced by the principal reduction resulting from such last due paymentsapplication. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i1) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii2) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii3) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve approve, and (iv4) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured Casualty does not exceed $200,000100,000 and there exists no Event of Default, Borrower Borrowers may settle and adjust any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is Borrowers are hereby authorized to collect and receipt for any such insurance proceeds. (ii) If an Insured Casualty shall equal or exceed $200,000100,000, Lender may settle and adjust any claim (without the consent of Borrower Borrowers if there exists an Event of Default and otherwise with the consent of Borrowers, not to be unreasonably withheld or delayed) and agree with the insurance company or companies on the amount to be paid on the loss, loss and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured Casualty where the loss is in an aggregate amount less than $2,000,00075% of the reasonably estimated aggregate value of the affected Property, and if, in the reasonable judgment of Lender, (i) the affected Property can be restored within no later than six (6) months and prior to the Optional Prepayment Date Date, (ii) the Debt Service Coverage Ratio after substantial completion of the restoration shall be at least equal to an economic unit the Initial DSCR, and (iii) leases covering seventy percent (70%) or more of the total gross leasable area of the affected Property shall remain in full force and effect (provided, however, if the applicable Borrower shall have entered into one or more leases or letters of intent with prospective tenants with respect to the leasing of all or a portion of the space physically affected by such casualty which are, or, in the case of letters of intent, which contemplate leases which will be, in form and substance substantially similar to the Leases which are terminating and which provide for rental and other payments thereunder, net of any rebates, credits and other concessions granted or to be granted by the Borrower thereunder equal to or not less valuable than 85% of the rental and not less useful than the same was other payments due immediately prior to the Insured Casualtycasualty under the Leases which are terminating and the Borrower shall have delivered a copy of each such lease or letter of intent to Lender, and after such restoration will adequately secure leases or prospective leases shall be counted toward the Debt70% threshold for purposes of this clause), then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to pay or reimburse Borrower Borrowers for the cost of restoring, repairing, replacing or rebuilding the such Property or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower Borrowers hereby covenants covenant and agrees agree to commence and diligently prosecute such Restoration; provided that (i) Borrower Borrowers shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (iiB) the Restoration shall be done in compliance with all Legal RequirementsRequirements and applicable Property Agreements; and (iiiC) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (AI) income derived from the affected Property, as reasonably determined by Lender, plus (BII) proceeds of rent loss insurance or business interruption insurance, if any, to be paid paid, plus (III) funds otherwise readily available to Borrowers, as evidenced to the satisfaction of Lender, will equal or exceed the sum of (Iy) expenses in connection with the operation of the such Property and (IIz) the Debt Service under debt service payable with respect to the LoanAllocated Loan Amount for such Property. (c) Except as provided above, the The proceeds of insurance collected upon any Insured Casualty shall, at the option of Lender in its sole discretion, except as provided above, be applied to the payment of the Debt up to an amount equal to the Release Price for the affected Property (with the balance to Borrower), or applied to pay or reimburse Borrower Borrowers for the cost of any Restoration, in the manner set forth below. Any such application to the Debt shall be on a Payment Date and without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower Borrowers shall pay to Lender (in addition to the Casualty Return-of-Premium Amount that may be due) an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by BorrowerBorrowers. Any such application to the Debt shall be applied to any Casualty Return-of-Premium Amount that may be due and to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. (d) If Borrower is Borrowers are entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i1) evidence reasonably satisfactory to it of the estimated cost of completion of the Restoration, (ii2) funds or, at Lender's option, assurances reasonably satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii3) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve approve, and (iv4) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work, such approval not to be unreasonably withheld or delayed. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance which are required to be deposited with Lender due to a shortfall of insurance proceeds shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower Borrowers for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to BorrowerBorrowers.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If an Insured Casualty does not exceed $200,000100,000, Borrower may settle and adjust any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for any such insurance proceeds. (ii) If an Insured Casualty shall equal or exceed $200,000100,000, Borrower may settle and adjust such claim with Lender's consent, which shall not be unreasonably withheld or delayed (provided that such settlement and adjustment is carried out in a competent and timely manner), and Borrower may agree (subject to such consent by Lender) with the insurance company or companies on the amount to be paid on the loss; provided, however that if at the time of the Insured Casualty an Event of Default then exists, Lender may settle and adjust any claim without the consent of Borrower and agree with the insurance company or companies on the amount to be paid on the loss. In any event described in this subparagraph (ii), and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured Casualty where the loss is in an aggregate amount less than $2,000,0001,000,000, and if, in the reasonable judgment of Lender, the Property can be restored within six twelve (612) months and prior to the Optional Prepayment Date maturity of the Note to an economic unit not less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debt, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property Parcel or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently to prosecute such Restoration; provided that that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid will equal or exceed the sum of (I) expenses in connection with the operation of the Property and (II) the Debt Service under debt service on the Loan. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty ("Insurance Proceeds") shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to reimburse Borrower for the cost of any Restoration, in the manner set forth below. Any application of Insurance Proceeds to the Debt shall include any applicable Casualty Return-of-Amount. Any such application to the Debt shall be without any prepayment consideration consideration, other than payment of any applicable Return-of-Amount, except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by Borrower. Any such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i1) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii2) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii3) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve approve, and (iv4) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) If In the event of an Insured Casualty that does not exceed $200,000250,000, Borrower may settle and adjust any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for any such insurance proceeds. (ii) If In the event of an Insured Casualty shall equal that equals or exceed exceeds $200,000250,000, Lender may settle and adjust any claim without the consent of Borrower and agree with the insurance company or companies on the amount to be paid on the loss, loss and the proceeds of any such policy shall be due and payable solely to Lender and held in escrow by Lender in accordance with the terms hereof. (b) In the event of an Insured Casualty where the loss is in an aggregate amount less than $2,000,000sixty percent (60%) of the Allocated Loan Amount for any individual Property, and if, in the reasonable judgment of Lender, the Property can be restored within six (6) months and prior to the Optional Prepayment Date maturity of the Note (and prior to the, expiration of the business interruption insurance) to an economic unit not materially less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debtoutstanding balance of the Allocated Loan Amount, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to commence and diligently to prosecute such Restoration; provided that that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the applicable Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid paid, plus (C) any amounts otherwise deposited by Borrower with Lender, will equal or exceed the sum of (I) expenses in connection with the operation of the such Property and (II) the Debt Service debt service under the Loanportion of the Loan attributable to such Property. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shallmay, at the option of Lender in its sole discretion, be applied to the payment of the Debt (up to the Release Amount for the Property so affected together with any Yield Maintenance Premium applicable thereto to the extent provided under Section 2.3.3) or applied to reimburse Borrower for the cost of any Restoration, in the manner set forth below. Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are receivedreceived from the insurance company, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by BorrowerBorrower in the case of a Defeased Note equal to the amount of the insurance proceeds applied to the Debt. Any After any such application to the Debt shall be applied to those payments of Debt, the remaining principal and interest last due balance outstanding under the Note but shall not postpone or reduce any payments otherwise required pursuant to be reamortized over the Note other than remaining term thereof, and the Allocated Loan Amount for the affected Property shall be reduced by the principal reduction resulting from such last due paymentsapplication. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i1) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii2) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii3) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve approve, and (iv4) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.

CASUALTY AND APPLICATION OF PROCEEDS. (a) In case of loss or damages covered by any of the Policies, the following provisions shall applyapply subject to the terms, provisions and conditions of the Property Loan Documents: (i) If an Insured Casualty does not exceed $200,000, Borrower may settle and adjust (or allow Owner to settle and adjust) any claim without the consent of Lender; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for any such insurance proceeds. (ii) If an Insured Casualty shall equal or exceed $200,000, Lender Borrower may settle and adjust (or allow Owner to settle and adjust) any claim without but only with the consent of Borrower Lender and agree with the insurance company or companies on the amount to be paid on the loss, and the proceeds of any such policy shall be due and payable solely to Lender and Borrower, as mortgagee, but in accordance with the terms hereof held in escrow by Lender in accordance with (to the terms hereofextent permitted under the Property Loan Documents) and otherwise pursuant to the Cash Collateral Account Agreement and Custody Agreement. (b) In the event of an Insured Casualty where the loss is in an aggregate amount less than $2,000,000, and if, in the reasonable judgment of Lender, the Property can be restored within six (6) months and prior to the Optional Prepayment Date to an economic unit not less valuable and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the Debt, then, if no Default or Event of Default shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any expenses incurred by Lender) shall be applied to reimburse Borrower Owner for the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Insured Casualty (the "Restoration"), in the manner set forth herein. Borrower hereby covenants and agrees to cause Owner to commence and diligently prosecute such Restoration; provided that (i) Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such Restoration in excess of the net proceeds of insurance made available pursuant to the terms hereof; (ii) the Restoration shall be done in compliance with all Legal Requirements; and (iii) Lender shall have received evidence reasonably satisfactory to it that, during the period of the Restoration, the sum of (A) income derived from the Property, as reasonably determined by Lender, plus (B) proceeds of rent loss insurance or business interruption insurance, if any, to be paid will equal or exceed the sum of (I) expenses in connection with the operation of the Property and (II) the Debt Service under the Loan. (c) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to allow Borrower to reimburse Borrower Owner for the cost of any Restoration, in the manner set forth below. Any If such application proceeds are applied to the Debt Debit, no fee pursuant to Section 2.3.1 shall be without any prepayment consideration except that if an Event of Default has occurred and is continuing at the time the insurance proceeds are received, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.3.3 hereof if a Defeasance Deposit was to be made by Borrower. Any due in connection with such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due paymentspayment. (d) If Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be deposited by Lender into the Casualty/Condemnation Subaccount (as described in the Cash Collateral Agreement) and disbursed from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (i) evidence satisfactory to it of the estimated cost of completion of the Restoration, (ii) funds or, at Lender's option, assurances satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed Restoration, (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve and (iv) all plans and specifications for such Restoration, such plans and specifications to be approved by Lender prior to commencement of any work. In addition, no payment made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of Restoration shall be paid to Borrower.