Common use of Casualty Clause in Contracts

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration are of the affected Property or Properties is reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a any Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower Borrowers shall cause Mortgage Borrowers to give prompt notice thereof of such damage to Lender and shall cause Mortgage Borrowers to promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (to the extent such alterations are of a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (B) Mortgage Lender has received such Net Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Borrowers shall not be required to cause Mortgage Borrowers to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. It is expressly understood, however, that Mortgage Borrowers shall not be obligated to restore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers shall pay, or shall cause Mortgage Borrowers to pay, all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by any Borrower or any Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Restoration Threshold Amount and the applicable Borrower shall, or shall cause the applicable Mortgage Borrower to, deliver to Lender all instruments reasonably required by Lender to permit such participation. Any Insurance In the event of a Casualty in which the Net Proceeds in connection with any Casualty (whether or not Lender elects to and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust the such claim without Lender’s consent or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualtyparticipation.

Casualty. If a any Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall cause Mortgage Borrower to give prompt notice thereof of such damage to LenderLender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration in accordance with the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to to, make proof of loss if not made promptly by Borrower. In addition, Borrower shall permit Mortgage Borrower to adjust all claims for Insurance Proceeds that are in amounts less than the Restoration Threshold and Lender may participate in any settlement discussions with any insurance companies (and shall have the right to approve any final settlement) (i) adjustment of claims for Insurance Proceeds in amounts equal to or in excess of the Restoration Threshold; provided, however, if an Event of Default has occurred and is continuing or (ii) with respect continuing, Lender shall, subject to any Casualty the rights of Mortgage Lender set forth in which the Net Proceeds or Mortgage Loan Agreement, have the costs exclusive right to participate in the adjustment of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and claims for Insurance Proceeds. Borrower shall deliver to cooperate with Lender all instruments required by in obtaining for Lender to permit such participation. Any the benefits of any Insurance Proceeds lawfully or equitably payable in connection with any Casualty (whether or not Individual Property and Borrower shall reimburse Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held for any expenses incurred by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceedsconnection therewith, Borrower shall immediately deliver such proceeds to Lender and shall endorseincluding without limitation, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorneyreasonable out-inof-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualtypocket attorneys’ fees.

Casualty. If a the Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount One Million and No/100 Dollars ($1,000,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a any Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to give prompt notice thereof of such damage to LenderLender and shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration in accordance with the Mortgage Loan Agreement. Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to to, make proof of loss if not made promptly by Borrower. In addition, Borrower shall permit Senior Mezzanine Borrower to permit Mortgage Borrower to adjust all claims for Insurance Proceeds that are in amounts less than the Restoration Threshold and Lender may participate in any settlement discussions with any insurance companies (and shall have the right to approve any final settlement) (i) adjustment of claims for Insurance Proceeds in amounts equal to or in excess of the Restoration Threshold; provided, however, if an Event of Default has occurred and is continuing or (ii) with respect continuing, Lender shall, subject to any Casualty the rights of Mortgage Lender and Senior Mezzanine Lender set forth in which the Net Proceeds or Mortgage Loan Agreement and the costs Senior Mezzanine Loan Agreement, respectively, have the exclusive right to participate in the adjustment of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and claims for Insurance Proceeds. Borrower shall deliver to cooperate with Lender all instruments required by in obtaining for Lender to permit such participation. Any the benefits of any Insurance Proceeds lawfully or equitably payable in connection with any Casualty (whether or not Individual Property and Borrower shall reimburse Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held for any expenses incurred by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceedsconnection therewith, Borrower shall immediately deliver such proceeds to Lender and shall endorseincluding without limitation, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorneyreasonable out-inof-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualtypocket attorneys’ fees.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (a) the aggregate loss amount is or is reasonably expected to exceed $25,000 or (b) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then Borrower (i) is required to file proof of loss under the applicable Policy or Policies and (ii) shall give prompt notice thereof of the Casualty to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration of the affected Property or Properties are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty, except to the extent Lender has engaged in any gross negligence, fraud or willful misconduct in respect thereto.

Casualty. If a the Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount One Million and No/100 Dollars ($1,000,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ia) if an Event of Default is continuing or (iib) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a any Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to LenderAgent. Lender Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the affected Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Agent may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender Agent may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than than, with respect to the Casualty Threshold affected Property, two percent (2%) of the Allocated Loan Amount for such Property, and Borrower shall deliver to Lender Agent all instruments required by Lender Agent to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender Agent elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender Agent and held by Lender Agent in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives Agent is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of LenderAgent (on behalf of Lenders). Borrower hereby irrevocably appoints Lender Agent as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of LenderAgent (on behalf of Lenders). Borrower hereby releases Lender Agent and Lenders from any and all liability with respect to the settlement and adjustment by Lender Agent of any claims in respect of any Casualty, except to the extent such liability arises as a result of the gross negligence or willful misconduct of Agent or any Lender.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (i) the aggregate loss amount is or is reasonably expected to exceed $25,000, or (ii) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then (A) the Borrower is required to file proof of loss under the applicable Policy or Policies and (B) the Borrower shall give prompt notice thereof of the Casualty to the Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty. Solely with respect to any HOA Property for which an HOA provides one or more property insurance policies that covers a Casualty (each an “HOA Policy”), the following additional provisions shall apply: (1) Borrower shall first make, or request the HOA to make, a claim with respect to any such Casualty under such HOA Policy or HOA Policies, (2) to the extent Borrower has any right to participate in any settlement discussions with insurance companies or approve any final settlement under the HOA Policies and the loss is greater than $25,000, Lender shall have the right to participate in any settlement discussions with any such insurance companies and to approve any final settlement to the same extent it has such rights as described above with respect to Borrower’s Policies, (3) to the extent permitted under the HOA Policies, any insurance proceeds of the HOA Policies that relate to such Casualty shall be handled and directed in the same manner as Insurance Proceeds, and (4) in the event that insurance proceeds payable with respect to such Casualty under the HOA Policies are insufficient to pay the expected costs of completing the Restoration, Borrower shall make a claim under its insurance policies maintained in accordance with Section 5.1.1.

Casualty. If a Property is damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (a) the aggregate loss amount with respect to the damaged Property is or is reasonably expected to exceed $25,000, or (b) the damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then (i) the Borrower is required to file proof of loss under the applicable Policy or Policies and (ii) the Borrower shall give prompt notice thereof of the Casualty to the Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration of the affected Property or Properties are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (i) the aggregate loss amount is or is reasonably expected to exceed $25,000, or (ii) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then (A) the Borrower is required to file proof of loss under the applicable Policy or Policies and (B) the Borrower shall give prompt notice thereof of the Casualty to the Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.. Solely with respect to any HOA Property for which an HOA provides one or more property insurance policies that covers a Casualty (each an “HOA Policy”), the following additional provisions shall apply: (1) Borrower shall first make, or request the HOA to make, a claim with respect to any such Casualty under such HOA Policy or HOA Policies, (2) to the extent Borrower has any right to participate in any settlement discussions with insurance companies or approve any final settlement under the HOA Policies and the loss is greater than $25,000, Lender shall have the right to participate in any settlement discussions with any such insurance companies and to approve any final settlement to the same extent it has such rights as described above with respect to Borrower’s Policies, (3) to the extent permitted under the HOA Policies, any insurance proceeds of the HOA Policies that relate to such Casualty shall be handled and directed in the same manner as Insurance Proceeds, and (4) in the event that insurance proceeds payable with

Casualty. If a any Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower Borrowers shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrowers, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the affected Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction and exercise Borrowers’ rights under the Condominium Documents to cause the Condo Association to restore the common elements of the Condominium, as applicable. Lender may, but shall not be obligated to to, make proof of loss if not made promptly by BorrowerBorrowers. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than than, with respect to the Casualty Threshold affected Property, two percent (2%) of the Allocated Loan Amount for such Property, and Borrower Borrowers shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles Borrowers settle such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower In the event Borrowers or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower Borrowers shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Each Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Each Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a any Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, subject to Borrower’s rights under Section 2.4.4(b) and Section 2.5.3 hereof, Borrower, regardless of whether insurance proceeds are available, shall proceed to restore, repair, replace or rebuild such Individual Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction as soon as reasonably practicable (but in no event later than one hundred twenty (120) days after such Casualty). Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Alteration Threshold Amount with respect to the affected Individual Property, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Provided no Event of Default is continuing, in the event of a Casualty where Net Proceeds or the costs of completing the Restoration are $250,000 or less, Borrower, notwithstanding Section 5.4, may directly obtain and apply the Net Proceeds; provided that such Net Proceeds must be used towards the Restoration in accordance with the terms hereof. Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), and either (a) the aggregate loss amount is or is reasonably expected to exceed the C&C Threshold Amount or (b) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than sixty (60) days as a result of such Casualty, then Borrower shall give prompt notice thereof to Lender. Lender may, but shall not be obligated to to, make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default has occurred and is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty C&C Threshold Amount and Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender or Borrower in accordance with the terms of this AgreementSection 5.4. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation ProceedsProceeds which are required to be paid to Lender in accordance with this Article 5, Borrower shall immediately deposit within three (3) Business Days into the Casualty and Condemnation Account, or deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to LenderLender if the estimated cost of Restoration resulting from such Casualty is expected to exceed $25,000, as determined in good faith by Borrower. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ia) if an Event of Default is continuing or (iib) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration are of the affected Property or Properties is reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (in either case, a “Casualty”), Borrower shall give prompt notice thereof to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve Borrower shall, not settle or permit any final settlement) settlement without Lender’s approval, (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Restoration Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held and disbursed by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, B01Tower, regardless of whether Insurance Proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction, with such alterations as may be reasonably approved by Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount One Million and No/100 Dollars ($1,000,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-in- fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a any Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the applicable Individual Property as nearly as possible to the condition the applicable Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender, to the extent such approval is required hereunder, and otherwise in accordance with Section 5.4. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than five percent (5%) of the Casualty Threshold Amount Outstanding Principal Balance and Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such participation. Any If the cost of Restoration is reasonably expected to be in excess of the Casualty Threshold, any Insurance Proceeds in connection with any such a Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to Lender. The expenses incurred by Lender in the order adjustment and collection of LenderInsurance Proceeds shall become part of the Obligations, shall be secured by the Loan Documents and shall be reimbursed by Borrower to Lender upon demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a an Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the affected Individual Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than than, with respect to the Casualty Threshold affected Individual Property, three percent (3%) of the Allocated Loan Amount for the affected Individual Property, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty, except to the extent such liability arises as a result of the gross negligence or willful misconduct of Lender.

Casualty. If a any Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower Borrowers shall give prompt notice thereof to LenderAgent. Lender Following the occurrence of a Casualty, Borrowers, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the affected Property, in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Agent may, but shall not be obligated to make proof of loss if not made promptly by BorrowerBorrowers. In addition, Lender Agent may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than than, with respect to the Casualty Threshold affected Property, two 90 percent (2%) of the Allocated Loan Amount for such Property, and Borrower Borrowers shall deliver to Lender Agent all instruments required by Lender Agent to permit such participation. Any Except as set forth in the foregoing sentence (and, in the case of the Waterfront Property, subject to the terms of the Ground Lease), any Insurance Proceeds in connection with any Casualty (whether or not Lender Agent elects to settle and adjust the claim or Borrower settles Borrowers settle such claim) shall be due and payable solely to Lender Agent and held by Lender Agent in accordance with the terms of this Agreement. If In the event any Borrower or is a payee on any party other than Lender receives any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower Borrowers shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of LenderAgent (on behalf of Lenders). Borrower Borrowers hereby irrevocably appoints Lender appoint Agent as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of LenderAgent (on behalf of Lenders). Borrower Borrowers hereby releases Lender release Agent and Lenders from any and all liability with respect to the settlement and adjustment by Lender Agent of any claims in respect of any Casualty.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (a) the aggregate loss amount is or is reasonably expected to exceed $25,000, or (b) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then (i) the Borrower is required to file proof of loss under the applicable Policy or Policies and (ii) the Borrower shall give prompt notice thereof of the Casualty to the Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration of the affected Property or Properties are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be deposited directly into, or shall be due and payable solely to Lender to be held in, the Casualty and held by Lender Condemnation Account in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deposit into, or deliver such proceeds to Lender to be held in, the Casualty and Condemnation Account and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (a) the aggregate estimated cost of Restoration is or is reasonably expected to exceed $25,000 or (b) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then Borrower (i) is required to file proof of loss under the applicable Policy or Policies and (ii) shall give prompt notice thereof of the Casualty to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration of the affected Property or Properties are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a the Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to to, make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount One Million Dollars ($1,000,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (i) the aggregate loss amount is or is reasonably expected to exceed $25,000, or (ii) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then (A) the Borrower is required to file proof of loss under the applicable Policy or Policies and (B) the Borrower shall give prompt notice thereof of the Casualty to the Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.. Solely with respect to any HOA Property for which an HOA provides one or more property insurance policies that covers a Casualty (each an “HOA Policy”), the following additional provisions shall apply: (1) Borrower shall first make, or request the HOA to make, a claim with respect to any such Casualty under such HOA Policy or HOA Policies, (2) to the extent Borrower has any right to participate in any settlement discussions with insurance companies or approve any final settlement under the HOA Policies and the loss is greater than $25,000, Lender shall have the right to participate in any settlement discussions with any such insurance companies and to approve any final settlement to the same extent it has such rights as described above with respect to Borrower’s Policies, (3) to the extent permitted under the HOA Policies, any insurance proceeds of the HOA Policies that relate to such Casualty shall be handled and directed in the same manner as Insurance Proceeds, and (4)

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (i) the aggregate loss amount is or is reasonably expected to exceed $25,000, or (ii) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then (A) the Borrower is required to file proof of loss under the applicable Policy or Policies and (B) the Borrower shall give prompt notice thereof of the Casualty to the Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.. Solely with respect to any HOA Property for which an HOA provides one or more property insurance policies that covers a Casualty (each an “HOA Policy”), the following additional provisions shall apply: (1) Borrower shall first make, or request the HOA to make, a claim with respect to any such Casualty under such HOA Policy or HOA Policies, (2) to the extent Borrower has any right to participate in any settlement discussions with insurance companies or approve any final settlement under the HOA Policies and the loss is greater than $25,000, Lender shall have the right to participate in any settlement discussions with any such insurance companies and to approve any final settlement to the same extent it has such rights as described above with respect to Borrower’s Policies, (3) to the extent permitted under the HOA Policies, any insurance proceeds of the HOA Policies that relate to such Casualty shall be handled and directed in the same manner as Insurance Proceeds, and (4) in the event that insurance proceeds payable with respect to such Casualty under the HOA Policies 121

Casualty. If a the Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower shall (or cause Operating Lessee to), regardless of whether insurance proceeds are available, promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by BorrowerBorrower or Operating Lessee. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount One Million and No/100 Dollars ($1,000,000) and Borrower shall (or shall cause Operating Lessee to) deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower or Operating Lessee settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower In the event Borrower, Operating Lessee or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall (or shall cause Operating Lessee to) immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its and Operating Lessee’s attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (a) the aggregate loss amount is or is reasonably expected to exceed $25,000 or (b) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then Borrower (i) is required to file proof of loss under the applicable Policy or Policies and (ii) shall give prompt notice thereof of the Casualty to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration of the affected Property or Properties are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty., except to the extent Lender has engaged in any gross negligence, fraud or willful misconduct in respect thereto..

Casualty. If a an Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall (or shall cause Mortgage Borrower to) promptly proceed to restore, repair, replace or rebuild the affected Individual Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Senior Borrower. In addition, Lender may may, subject to the right of Senior Lender, participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than than, with respect to the Casualty Threshold affected Individual Property, three percent (3%) of the Allocated Loan Amount for the affected Individual Property, and Borrower shall (or shall cause Mortgage Borrower to) deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles causes Mortgage Borrower to settle such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower, Senior Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds endorse (or cause Senior Borrower to Lender and shall endorse), and cause all such third parties to endorse, such check payable therefor to the order of Lender, subject to the rights of Senior Lender under the Senior Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender, subject to the rights of Senior Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty, except to the extent such liability arises as a result of the gross negligence or willful misconduct of Lender.

Casualty. If a Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ia) if an Event of Default is continuing or (iib) with respect to any single Casualty event in which the Net Proceeds or the costs of completing the Restoration are of the affected Property or Properties is reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a the Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In additionaddition and notwithstanding anything to the contrary set forth in the Condominium Documents, Borrower shall use all commercially reasonable efforts to permit Lender may to participate in any settlement discussions with any insurance companies (and Borrower shall not approve any final settlementsettlement without Lender's approval) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than Two Million and No/100 Dollars ($2,000,000) or for which an Insurance Trustee is required pursuant to the Casualty Threshold Amount and Condominium Declaration. Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence but subject to the requirements of the Condominium Declaration and Borrower's obligation to comply with the Insurance Trustee Requirements to effect the following, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Subject to the Insurance Trustee Requirements, in the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender, consistent with the above limitation. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a the Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount Two Million and No/100 Dollars ($2,000,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a an Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall (or shall cause Mortgage Borrower to) promptly proceed to restore, repair, replace or rebuild the affected Individual Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may may, subject to the right of Mortgage Lender, participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than than, with respect to the Casualty Threshold affected Individual Property, three percent (3%) of the Allocated Loan Amount for the affected Individual Property, and Borrower shall (or shall cause Mortgage Borrower to) deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles causes Mortgage Borrower to settle such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If In the event Borrower, Mortgage Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds endorse (or cause Mortgage Borrower to Lender and shall endorse), and cause all such third parties to endorse, such check payable therefor to the order of Lender, subject to the rights of Mortgage Lender under the Mortgage Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender, subject to the rights of Mortgage Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty, except to the extent such liability arises as a result of the gross negligence or willful misconduct of Lender.

Casualty. If a the Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount One Million and No/100 Dollars ($1,000,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender Xxxxxx in accordance with the terms of this Agreement. If In the event Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a Property is one or more Properties are damaged or destroyed, destroyed in whole or in part, part by fire or other casualty (a “Casualty”)) and either (i) the aggregate loss amount is or is reasonably expected to exceed $25,000, or (ii) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than 30 days as a result of the Casualty, then (A) the Borrower is required to file proof of loss under the applicable Policy or Policies and (B) the Borrower shall give prompt notice thereof of the Casualty to the Lender. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (ix) if an Event of Default is continuing or (iiy) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. If a any Individual Property is shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof of such damage to Lender and shall (or shall cause Senior Borrower to) promptly commence and diligently prosecute the completion of the Restoration of the applicable Individual Property as nearly as possible to the condition the applicable Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender, to the extent such approval is required hereunder, and otherwise in accordance with Section 5.4. Borrower shall pay (or cause Senior Borrower to pay) all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Senior Borrower. In addition, subject to the rights of Senior Lender, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than five percent (5%) of the Casualty Threshold Amount Outstanding Principal Balance and Borrower shall deliver (or cause Senior Borrower to deliver) to Lender all instruments reasonably required by Lender to permit such participation. Any If the cost of Restoration is reasonably expected to be in excess of the Casualty Threshold, any Insurance Proceeds in connection with any such a Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles causes Senior Borrower to settle such 64 Mezzanine Loan Agreement claim) shall be due and payable solely to Senior Lender and held by Senior Lender in accordance with the terms of this the Senior Loan Agreement. If In the event Borrower, Senior Borrower or any party other than Lender receives is a payee on any check representing Insurance Proceeds or Condemnation Proceedswith respect to any Casualty, Borrower shall (or shall cause Senior Borrower to) immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, such check payable therefor to Lender, subject to the order rights of LenderSenior Lender under the Senior Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to Lender, subject to the order rights of Senior Lender. The expenses incurred by Lender in the adjustment and collection of Insurance Proceeds shall become part of the Obligations, shall be secured by the Loan Documents and shall be reimbursed by Borrower to Lender upon demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.