Common use of Casualty and Condemnation Proceeds Clause in Contracts

Casualty and Condemnation Proceeds. 5.2.1 Subject to Section 5.2.2, Purchaser shall be obligated to proceed to the Closing (subject to the terms of this Agreement) for the Property in accordance with the terms hereof but shall be entitled to receive the following on the Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Effective Date which has not been Restored by the Closing Date: (i) with respect to a Condemnation, an assignment of all of the applicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the insurance proceeds payable on account of such Casualty (less repair and restoration costs incurred by Seller to the extent that such repair and restoration costs were approved by Purchaser) and (B) the Purchase Price shall be reduced by the sum of (i) the amount of any applicable insurance deductible with respect to any damage due to such Casualty and (ii) the amount of any uninsured costs of repair and restoration associated with such Casualty. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to the Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration. Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored.

Casualty and Condemnation Proceeds. 5.2.1 Subject to Section 5.2.2, Purchaser shall be obligated to proceed to the applicable Closing (subject to the terms of this Agreement) for the Property in accordance with the terms hereof but shall be entitled to receive the following on the applicable Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Effective Date which has not been Restored by the applicable Closing Date: (i) with respect to a Condemnation, an assignment of all of the applicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the insurance proceeds payable on account of such Casualty (less repair and restoration costs incurred by Seller to the extent that such repair and restoration costs were approved by Purchaser) and (B) the applicable Purchase Price shall be reduced by the sum of (i) the amount of any applicable insurance deductible with respect to any damage due to such Casualty and (ii) the amount of any uninsured costs of repair and restoration associated with such Casualty. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to the applicable Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration. Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored.

Casualty and Condemnation Proceeds. 5.2.1 Subject to Section 5.2.22.6, Purchaser shall be obligated to proceed to the Closing (subject to the terms of this Agreement) for the Property in accordance with the terms hereof but shall be entitled to receive the following on the Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Effective Date which has not been Restored by the Closing Date: (i) with respect to a Condemnation, an assignment of all of the applicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the insurance proceeds payable on account of such Casualty (less such Seller’s reasonable cost to secure the same and less repair and restoration costs incurred by Seller to the extent that such repair and restoration costs were approved by Purchaser (unless such repair or restoration was required by the terms of the Loan Documents or the loan documents of any mortgage indebtedness encumbering the applicable Second Pool Asset(s), in which case Purchaser’s approval shall not be required); provided that the portion of the Purchase Price payable to such Seller shall be further reduced by the amount of any insurance proceeds previously paid to such Seller on account of such casualty and not already expended towards its cost of securing the same or repairing or restoring such Hotel Asset) and (B) the Purchase Price shall be reduced by the sum of (i) the amount of any applicable insurance deductible with respect to any damage due to such Casualty and (ii) the amount of any uninsured costs of repair and restoration associated with such Casualty. In addition, in the event of the foregoing and after appropriate credit and other items are provided to Purchaser as required by the terms of this Section 5, Purchaser shall deliver to the applicable Seller(s) at Closing a release in form reasonably satisfactory to such Sellers whereby Purchaser releases such Sellers from all ongoing liability and/or claims by Purchaser or its affiliates, together with their respective successors and assigns, arising from such condemnation or casualty, but subject to the applicable Seller’s other obligations and liabilities set forth in this Agreement. Subject to Section 2.6, in the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to the Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration; provided that such consent shall not be required if such repair or restoration is required by the terms of the Loan Documents or any the loan documents of any mortgage indebtedness encumbering the applicable Second Pool Asset(s). Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored.

Casualty and Condemnation Proceeds. 5.2.1 Subject to Section 5.2.2(a) In the event that, Purchaser shall be obligated to proceed to during the Pre-Closing Period, (subject to the terms of this Agreementi) for the Property in accordance with the terms hereof but shall be entitled to receive the following on the Closing Date there is any damage, destruction or other casualty affecting any Real Property, or any condemnation or eminent domain proceeding is completed with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Effective Date which has not been Restored by the Closing Date: (i) with respect to a Condemnation, an assignment of all of the applicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such CondemnationReal Property, and (ii) the Company or its Subsidiaries receive any insurance proceeds from such casualty or governmental award in such condemnation or eminent 38 domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (b) In the event that, during the Pre-Closing Period, (i) there is any damage, destruction or other casualty affecting any Real Property, or any condemnation or eminent domain proceeding is completed with respect to a Casualtythe Real Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) an assignment if Sellers receive the Casualty and Condemnation Proceeds during the Pre-Closing Period, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the insurance proceeds payable on account of such Casualty (less repair and restoration costs incurred by Seller or award) to the extent that such repair and restoration costs were approved by Purchaser) Company prior to the Closing, and (B) if Sellers receive the Purchase Price Casualty and Condemnation Proceeds after the Closing, Sellers shall be reduced by promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the sum of proceeds or award) in connection with pursuing the proceeds or award) to the Company. (ic) the amount of any applicable insurance deductible with With respect to any damage due insurance claims for events described in this Section 8.20, Buyer shall have the right to such participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole, good faith discretion, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding Fifty Thousand Dollars (ii$50,000) the amount of any uninsured costs of repair and restoration associated with such Casualtyindividually. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to the Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration. Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored.Section 8.21

Casualty and Condemnation Proceeds. 5.2.1 Subject If the Premises sustains a casualty loss covered by insurance, or if the Premises or any part thereof is taken under the power of eminent domain, any insurance proceeds payable to Section 5.2.2, Purchaser Landlord by reason of the casualty loss to the Premises and any award or damages (direct or consequential) payable to Landlord by reason of the taking of the Premises shall be obligated disposed of as follows: (a) If the Lease obligates Landlord to proceed repair and restore the Premises, or such repairs and restoration are otherwise undertaken by agreement among the parties, then the insurance or condemnation proceeds shall be deposited in a special escrow account under Agent's exclusive control to be applied by Agent to the Closing repair and restoration of the Premises in substantially the same manner construction loan proceeds are handled by Agent. Except to the extent otherwise provided in the Lease, Landlord shall be responsible for repair and restoration of the Premises. However, notwithstanding the foregoing, Agent may, at its option, apply all or any part of the insurance or condemnation proceeds to the satisfaction of \the indebtedness secured by the Deed of Trust if: (subject 1) An Event of Default exists under the Mortgage; (2) Intentionally Deleted; (3) The insurance or condemnation proceeds deposited to the escrow account are insufficient to pay the anticipated costs of repairing and restoring the Premises in full, and neither Landlord nor Tenant deposits such additional sums to the escrow account as may be reasonably required by Agent to pay the anticipated costs of the repair and restoration of the Premises in full; (4) Neither Landlord nor Tenant provides at Agent's request evidence satisfactory to Agent that (i) repair and restoration of the· Premises are economically feasible, (ii) Agent's security for the ratable benefit of the Lenders will not be significantly impaired by the repair and restoration of the Premises, and (iii) the resulting value of the Premises after the completion of all repairs and restoration will be equal to or greater than the value of the Premises prior to the casualty loss or taking; (5) Landlord and/or Tenant fail to obtain Agent's prior written approval (which will not be unreasonably withheld) of any plans and specifications, general contractor and contracts or agreements for the repair or restoration of the Premises; (6) Repairs and restoration are not commenced, diligently pursued, and completed within a· reasonable period of time; or (7) The Lease is terminated as a result of the casualty loss or taking. Neither Agent nor any Lender will be required to be a party to any contract or agreement for the repair or restoration ofthe Premises. Agent may disburse orre1ease funds from the escrow account to or for the benefit of Landlord and shall not be responsible for the proper application or use of funds paid or released from the escrow account. Any funds remaining in the escrow account after the repair and restoration of the Premises may be applied by Agent towards satisfaction of the indebtedness secured by the Mortgage, regardless of whether the same is then payable. The application of insurance or condemnation proceeds in the manner described above or towards the satisfaction of the M - 5 indebtedness secured by the Mortgage shall not extend or postpone the due date of payments due under the terms of this Agreementany obligation secured by the Mortgage. (b) for If the Property Lease does not obligate Landlord to repair and restore the Premises or if such repairs and restoration are not undertaken by agreement among the parties, any insurance or condemnation proceeds payable to Landlord shall be disposed of in accordance with the terms hereof but of the Mortgage. (c) Notwithstanding anything in this section to the contrary, Tenant shall be entitled to receive any insurance or condemnation proceeds payable to Tenant to the following on extent such proceeds are paid in compensation for damage to or the Closing Date with respect to any Hotel Asset included in taking ofTen ant's real, personal or tangible property. (d) In the Property which has suffered event of a Condemnation or Casualty after the Effective Date which has not been Restored by the Closing Date: (i) with respect to a Condemnation, an assignment of all foreclosure of the applicable Seller’s Mortgage, a deed in lieu of foreclosure or any other transfer of title to the Premises in satisfaction of any indebtedness or obligation secured thereby, all right, title and interest of Landlord to (i) any insurance policies then in and force, (ii) any insurance proceeds resulting from damage to the Condemnation proceeds to be awarded Premises which occurred prior to such Seller as a result of such Condemnationforeclosure or transfer, and (iiiii) with respect to a Casualty, (A) an assignment of the insurance any condemnation proceeds payable on account by reason of any taking under the power of eminent domain which occurred prior to such Casualty (less repair and restoration costs incurred by Seller foreclosure or transfer, shall pass to Bank or to its grantee or to the extent that such repair and restoration costs were approved by Purchaser) and (B) the Purchase Price shall be reduced by the sum of (i) the amount of any applicable insurance deductible with respect to any damage due to such Casualty and (ii) the amount of any uninsured costs of repair and restoration associated with such CasualtyForeclosure Transferee. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to the Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration. Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored6.