Common use of Insurance and Condemnation Proceeds Clause in Contracts

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B).

Insurance and Condemnation Proceeds. The Borrower directs Borrowers shall promptly notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (anda) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if applicableany, incurred by the Agent in the collection or handling thereof, the Agent shall cause its Subsidiaries apply such proceeds to directthe Revolving Loans. (b) all insurers under policies of property damage, boiler and machinery and business interruption With respect to insurance and payors condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Loan Parties to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing and (2) the Loan Parties first (i) provide the Agent and the Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Majority Lenders (such satisfaction not to be unreasonably withheld or delayed) and (ii) demonstrate to the reasonable satisfaction of the Majority Lenders (such satisfaction not to be unreasonably withheld or delayed) that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall hold all such insurance and condemnation claim proceeds as Collateral or, if directed by the Majority Lenders, apply such insurance and condemnation proceeds (a) if such Fixed Assets are Term Loan Collateral, to the Term Loan or award (b) otherwise, to the Revolving Loans (but without reduction of the Revolving Loan Commitments). Notwithstanding the foregoing, no insurance or condemnation proceeds relating to the property Term Loan Collateral may be used to pay all proceeds payable under replace, repair, restore or rebuild without the prior written consent of Majority Term Lenders (such policies consent not be unreasonably withheld or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(Bdelayed).

Insurance and Condemnation Proceeds. The Borrower directs (anda) Subject to Landlord's rights under this Paragraph 4, if applicableand so long as no Event of Default shall have occurred and be continuing, Tenant shall cause its Subsidiaries be entitled to direct) use all insurers under policies of property damage, boiler and machinery and business interruption casualty insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Lender; PROVIDEDLeased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, HOWEVER, in the event that such proceeds or award are less than $250,000 shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "EXCLUDED PROCEEDSRemaining Proceeds"), unless shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, the Lender then Landlord shall remit such Excluded Proceeds be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Borrower Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or Subsidiaryreplacing the Leased Property when Tenant has completed such repair, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payeerestoration or replacement, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of or (B) apply such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount net of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment deductions described in an amount equal to such application clause (the "DECISION RESERVE"i) or hold them above) as cash collateral for the Obligations Qualified Payments. (b) Any Remaining Proceeds held by Landlord as Escrowed Proceeds shall be deposited by Landlord in an interest bearing accountaccount as provided in the definition of Escrowed Proceeds and shall be paid to Tenant upon completion of the applicable repair, restoration or replacement and upon compliance by Tenant with such terms, conditions and requirements as may be reasonably imposed by Landlord, but in no event shall Landlord be required to pay any Escrowed Proceeds to Tenant in excess of the actual cost to Tenant of the applicable repair, restoration or replacement, it being understood that Landlord may retain any such excess as a Qualified Payment. For up In any event, Tenant will not be entitled to 150 days from any abatement or reduction of the date Base Rent or any other amount due hereunder except to the extent that such excess Remaining Proceeds result in Qualified Payments which reduce Stipulated Loss Value (and thus payments computed on the basis of Stipulated Loss Value) as provided in the definitions set out above. Further, notwithstanding the inadequacy of the Remaining Proceeds held by Landlord as Escrowed Proceeds, if any, or anything herein to the contrary, Tenant must, after any taking of less than all or substantially all of the Leased Property by condemnation and after any damage to the Leased Property by fire or other casualty, restore or improve the Leased Property or the remainder thereof to a value no less than Stipulated Loss Value (computed after the application of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends Remaining Proceeds as a Qualified Payment) and to restore, rebuild or replace the property subject to any insurance payment or condemnation award a safe and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimatessightly condition. Should an Event Any taking of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender so much of the BorrowerLeased Property as, in Landlord's decision during reasonable judgment, makes it impracticable to restore or improve the Decision Period, then remainder thereof as required by the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve preceding sentence shall be applied as considered a mandatory prepayment taking of substantially all the Advances pursuant to SECTION 2.2(B)Leased Property for purposes of this Paragraph 4. Proceeds held as cash collateral pursuant to this SECTION 5.2(G(c) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event of any taking of all or substantially all of the Decision Reserve is Leased Property, Landlord shall be entitled to be applied apply all Remaining Proceeds as a mandatory prepayment Qualified Payment, notwithstanding the foregoing. In addition, if Stipulated Loss Value immediately prior to any taking of all or substantially all of the AdvancesLeased Property by condemnation exceeds the sum of the Remaining Proceeds resulting from such condemnation, the Borrower then Landlord shall be deemed entitled to have requested Advances in recover the excess from Tenant upon demand as an amount equal to the Decision Reserveadditional Qualified Payment, and such Advances whereupon this Lease shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)terminate.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries each applicable Subsidiary to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance (if any) and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the Holders of the Secured Obligations; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award awards are less than $250,000 1,000,000 ("EXCLUDED PROCEEDSExcluded Proceeds"), unless an Event of a Default shall have occurred and be continuing, the Lender Administrative Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, (for distribution as applicableappropriate). Each such policy shall contain a long-form loss-payable endorsement naming the Lender Administrative Agent as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAdministrative Agent. The Lender Administrative Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "DECISION RESERVEDecision Reserve") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 ninety (90) days from the date of any loss (the "DECISION PERIODDecision Period"), the Borrower may notify the Lender Administrative Agent that it the Borrower or the applicable Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Administrative Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Administrative Agent that it the Borrower or the applicable Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Administrative Agent of the Borrower's or the applicable Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(P) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances Designated Prepayment pursuant to SECTION 2.2(BSection 2.5(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(P) or constituting the Decision Reserve shall be disbursed in accordance with the Borrower's directions promptly after receipt of such directions as payments for restoration, rebuilding or replacement of such property as such amounts become due; PROVIDEDprovided, HOWEVERhowever, should an Event of a Default occur after the Borrower has notified the Lender Administrative Agent that it the Borrower or the applicable Subsidiary intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances Designated Prepayment pursuant to SECTION 2.2(BSection 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to of the AdvancesTerm Loans, the Borrower shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and such Advances Loans shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Article V. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances Designated Prepayment pursuant to SECTION 2.2(BSection 2.5(B).

Insurance and Condemnation Proceeds. The Borrower Parent directs (and, if applicable, shall cause its Subsidiaries each applicable Subsidiary to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the Holders of the Secured Obligations; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award awards are less than $250,000 1,000,000 ("EXCLUDED PROCEEDS"), unless an Event of a Default shall have occurred and be continuing, the Lender Administrative Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, SDM (for distribution as applicableappropriate). Each such policy shall contain a long-form loss-payable endorsement naming the Lender Administrative Agent as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAdministrative Agent. The Lender Administrative Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the BorrowerSDM's direction, either apply the same to the principal amount of the Advances Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Maximum Revolving Credit Amount in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 sixty (60) days from the date of any loss (the "DECISION PERIOD"), the Borrower SDM may notify the Lender Administrative Agent that it the Parent or the applicable Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Administrative Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower SDM notify the Lender Administrative Agent that it the Parent or the applicable Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should the Borrower SDM fail to notify the Lender Administrative Agent of the BorrowerParent's or the applicable Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(R) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances Designated Prepayment pursuant to SECTION 2.2(BSection 2.5(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(R) or constituting the Decision Reserve shall be disbursed in accordance with SDM's directions promptly after receipt of such directions as payments for restoration, rebuilding or replacement of such property as such amounts become due; PROVIDEDprovided, HOWEVERhowever, should an Event of a Default occur after the Borrower SDM has notified the Lender Administrative Agent that it the Parent or the applicable Subsidiary intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B).Designated Prepayment

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION Section 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). Proceeds held as cash collateral pursuant to this SECTION Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B).

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with With respect to such claim any casualty or award for any loss condemnation affecting a Core Property after the date of this Agreement and with respect to the Collateral directly casualty affecting Property #260 (Port Charlotte, FL), which casualty occurred prior to the Lender; PROVIDEDdate of this Agreement, HOWEVERPurchaser shall control negotiations regarding the settlement of any such claim for insurance and condemnation proceeds. Purchaser shall not settle or compromise any claims related to the damage, in destruction or condemnation under the event that relevant insurance policies or against a Governmental Entity effecting the condemnation without Seller’s consent, which consent will not be unreasonably withheld, delayed or conditioned. Purchaser will provide to Seller copies of any material correspondence relating to any such claims and will advise Seller of all material developments concerning such claims. Purchaser shall receive a credit against the Estimated Purchase Price through an adjustment to the Target Amount equal to the sum of (a) (i) all insurance and condemnation proceeds received by Seller between the date hereof and the Closing less (ii) any amount reasonably expended by any Core Subsidiary to Restore any Property to which such proceeds or award are less than $250,000 relate, plus ("EXCLUDED PROCEEDS")b) with respect to any casualty, unless an Event of Default shall have occurred and be continuingif such Core Property has not been fully Restored prior to the Closing Date, the Lender shall remit product of (x) the direct or indirect percentage interest of Seller in such Excluded Proceeds Property multiplied by (y) the difference between (i) the amount required to be expended to Restore such Property and (ii) any insurance proceeds paid or payable in connection with such casualty. To the extent applicable, Seller will give the applicable Core Subsidiary an assignment of Seller’s right to receive insurance or condemnation proceeds if any portion of the insurance or condemnation proceeds are not collected before the Closing. To the extent that Seller cannot assign its right to receive insurance or condemnation proceeds to the Borrower or applicable Subsidiary, Seller shall forward such proceeds to such Subsidiary promptly following receipt thereof. Seller will cooperate with Purchaser to effect the assignment of the right to receive insurance or condemnation proceeds to Purchaser and will execute and deliver all such instruments as applicableare reasonably necessary to complete that assignment. Each such policy shall contain a long-form loss-payable endorsement naming This obligation will survive the Lender Closing. The proceeds of any rent interruption insurance paid in respect of any casualty will be apportioned between Seller and Purchaser as loss payee, which endorsement if the same were rent. Any disputes arising in connection with the determination of the remaining cost to Restore any Property shall be resolved by binding arbitration following the Closing in form and substance reasonably acceptable to the Lender. The Lender shallaccordance with Section 11.15, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's directionClosing Purchaser shall receive a credit based upon the remaining cost to Restore such Property as estimated by Seller. Upon the final resolution of such arbitration, either apply the same appropriate party shall pay to the principal amount of other party the Advances outstanding difference between the credit given at the time of such receipt Closing and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them credit that should have been given as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)so determined.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to directa) Co-Borrowers and Parent Guarantor hereby direct all insurers under policies of property damage, boiler and machinery machinery, rental loss, and business interruption rental value insurance and payors of any condemnation claim or award relating to the property Opryland Hotel Florida or the Project to pay all proceeds payable Property Awards (net of the cost of reasonable attorneys' fees and expenses and other reasonable expenses incurred in connection with obtaining such Property Awards) directly to the Administrative Agent, for the benefit of the Lenders and other Holders of Secured Obligations, and, in no case to the Co-Borrower or Parent Guarantor. In the event of any loss or damage to any portion of the Opryland Hotel Florida or the Project due to a casualty or condemnation event giving rise to a Property Award ("Property Award Event"), so long as no Default has occurred that is continuing, either Co-Borrower or Parent Guarantor shall have the sole right and authority to settle any claim for the Property Award; provided, however, the Administrative Agent shall have the right to participate in settlement negotiations with respect to Property Award Events in connection with the Opryland Hotel Florida or the Project which are reasonably likely to result in Property Awards in excess of $3,000,000 in the aggregate. In the event of either Co-Borrower's or Parent Guarantor's failure to settle any such claim for a Property Award within one hundred eighty (180) days after the occurrence of the related Property Award Event or if a Default has occurred that is continuing, the Administrative Agent shall have the right, but not the obligation, to settle all claims for such Property Award on behalf of either Co-Borrower or Parent Guarantor. (b) Either Co-Borrower or Parent Guarantor shall promptly after the occurrence of a Property Award Event with respect to the Opryland Hotel Florida or the Project commence and diligently pursue the repair, restoration or reconstruction of the damaged portion of the Opryland Hotel Florida or the Project and the opening or reopening and operation of the Opryland Hotel Florida or the Project ("Restoration"); provided, however, that the relevant Co-Borrower or Parent Guarantor shall have prepared and delivered to the Administrative Agent a budget for such Restoration which is satisfactory to the Administrative Agent. (c) In the event a Property Award with respect to the Opryland Hotel Florida or the Project is paid to the Administrative Agent, such Property Award shall be made available to the relevant Co-Borrower or Parent Guarantor for the purpose of Restoration or, in the case of rental loss, rental value and business interruption insurance, to be applied to debt service upon the Obligations and for other permitted expenditures with respect to the Opryland Hotel Florida or the Project, subject in each case to the following covenants and conditions: (i) No Default shall have occurred that is continuing. (ii) As soon as practicable, but in no event later than ninety (90) days after the occurrence of the related Property Award Event (A) the relevant Co-Borrower or Parent Guarantor shall deliver to the Administrative Agent written evidence reasonably satisfactory to the Majority Lenders that, upon completion of the Restoration, by the expenditure of the Property Award together with any funds made available by such Co-Borrower or Parent Guarantor, the Opryland Hotel Florida or the Project, as the case may be, will be of at least substantially equal value, quality and character as the Project was immediately prior to the Property Award Event, free and clear of all Liens except the Liens in favor of the Administrative Agent and Customary Permitted Liens pertaining thereto, (B) the Restoration shall be performed in compliance with all then applicable Laws and with good construction scheduling and good construction practices and (C) such Co-Borrower or Parent Guarantor shall deliver to the Administrative Agent for approval preliminary plans and specifications for the Restoration setting forth the construction schedule and budget. Final plans and specifications shall be delivered to the Administrative Agent for approval promptly upon their completion. (iii) If the Property Award is, in the Administrative Agent's reasonable judgment, insufficient to complete the Restoration of the Opryland Hotel Florida or the Project, as the case may be, the relevant Co-Borrower or Parent Guarantor shall promptly deposit the amount of the insufficiency in a cash collateral account (the "Restoration Account") in the name of such Co-Borrower or Parent Guarantor but under the sole dominion and control of the Administrative Agent and pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations pursuant to agreements satisfactory to the Administrative Agent. Such Co-Borrower or Parent Guarantor may not use and, if applicable, the Administrative Agent shall not, without the consent of the Majority Lenders, release, any Property Awards until any such policies additional funds have been expended toward the Restoration and the budget for such Restoration shall be "in balance" with the funds comprising the Property Award sufficient to complete the Restoration. If at any time the Restoration is "out of balance" with the budget and the remaining Property Award is no longer sufficient to complete such Restoration, then such relevant Co-Borrower or Parent Guarantor may not use and, if applicable, the Administrative Agent shall not without the consent of the Majority Lenders, further disburse, any portion of the Property Award until such time as the Administrative Agent has determined, that the remaining Property Award is sufficient to fully complete the Restoration. For purposes hereof, the Restoration shall be deemed to be "in balance" only at such time and from time to time, as the Administrative Agent determines that the Property Award (and any additional amounts deposited in the Restoration Account with respect to such claim Restoration in accordance with the paragraph) equals or award exceeds the aggregate amount of all unpaid costs, fees and expenses necessary for any loss all work in connection with respect the final completion of the Restoration, including the costs of preparing plans and specifications, the "hard" and "soft" costs of the construction of the base building and Improvements. (iv) The Administrative Agent shall be reasonably satisfied that the Opryland Hotel Florida or the Project, when fully restored, will constitute premises suitable for their intended use of the same or better character and quality as existed prior to the Collateral directly occurrence of the subject Property Award Event. (v) The Administrative Agent shall have received and approved all documentation pertaining to the Lender; PROVIDEDRestoration which has been requested by the Administrative Agent, HOWEVERincluding the construction schedule, construction budget, plans and specifications and any agreements between the relevant Co-Borrower or Parent Guarantor and any Persons who will perform services or furnish labor or materials in connection with such Restoration (all such Persons and agreements being subject to the Administrative Agent's, or as applicable, Majority Lenders' approval). (vi) The Administrative Agent shall have received and approved Lien waivers, contractor's statements and affidavits reflecting that as of the date of each disbursement, there are (or immediately after disbursement there will be) no mechanics' liens (subject to the right to contest said Liens set forth in this Agreement) or other unpermitted Liens pertaining to title affecting the damaged Property and the Administrative Agent shall have received a date down endorsement (or the Texas equivalent thereof) to the relevant Mortgage Title Insurance Policy confirming the foregoing, in form and substance reasonably satisfactory to the Administrative Agent. (vii) The relevant Co-Borrower or Parent Guarantor shall have satisfied such other conditions and terms as the Administrative Agent shall reasonably require (which shall be consistent with those that would be imposed by a prudent institutional construction lender). Upon the completion of the Restoration to the reasonable satisfaction of the Administrative Agent, and after paying all reasonable costs and expenses relating to the subject Property Award Event and related Restoration, the Administrative Agent shall apply any unexpended balance of the subject Property Award to prepayment of the Loans. Notwithstanding anything in this Agreement to the contrary, in the event that such proceeds or award are no Default exists that is continuing and the Property Award with respect to a Property Award Event is less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing3,000,000 in the aggregate, the Lender Administrative Agent shall remit such Excluded Proceeds to pay the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt entire amount of such proceeds to the relevant Co-Borrower or Parent Guarantor promptly upon receipt thereof by the Administrative Agent, which proceeds the relevant Co-Borrower or Parent Guarantor shall apply for the purposes of Restoration. (other than Excluded Proceedsd) Upon the relevant Co-Borrower's or Parent Guarantor's failure to satisfy the covenants and conditions set forth in clauses (b) and at (c) above with respect to a Property Award Event constituting loss or damage to all or substantially all of either the Borrower's directionOpryland Hotel Florida or the Project, either the Administrative Agent shall have the right to apply the same Property Award to the principal Secured Obligations in the order of priority set forth in Section 2.12(b). If the amount of such Property Award so applied is less than the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision PeriodSecured Obligations, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to occurred and the Decision Reserve, Administrative Agent shall have all rights and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent remedies set forth herein, in ARTICLE III. Upon completion of the restorationLoan Documents, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale at law and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)in equity.

Insurance and Condemnation Proceeds. The Borrower directs (anda) Subject to Landlord's rights under this Paragraph 4, if applicableand so long as no Event of Default shall have occurred and be continuing, Tenant shall cause its Subsidiaries be entitled to direct) use all insurers under policies of property damage, boiler and machinery and business interruption casualty insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 8.(s), all insurance and condemnation proceeds received with respect to the Lender; PROVIDEDLeased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and then applied as follows: (i) First, HOWEVER, in the event that such proceeds or award are less than $250,000 shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "EXCLUDED PROCEEDSRemaining Proceeds"), unless shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments, as provided in subparagraph 4.(c), after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. (b) Any Remaining Proceeds held by Landlord as Escrowed Proceeds shall be deposited by Landlord in an interest bearing account as provided in the definition of Escrowed Proceeds and shall be paid to Tenant as the applicable repair, restoration or replacement progresses and upon compliance by Tenant with such terms, conditions and requirements as may be reasonably imposed by Landlord, but in no event shall Landlord be required to pay any Escrowed Proceeds to Tenant in excess of the actual cost to Tenant of the applicable repair, restoration or replacement, as evidenced by invoices or other documentation reasonably satisfactory to Landlord, it being understood that Landlord may retain any such excess as a Qualified Payment. In any event, Tenant will not be entitled to any abatement or reduction of the Base Rent or any other amount due hereunder except to the extent that such excess Remaining Proceeds result in Qualified Payments which reduce Stipulated Loss Value (and thus payments computed on the basis of Stipulated Loss Value) as provided in the definitions set out above. Further, notwithstanding the inadequacy of the Remaining Proceeds held by Landlord as Escrowed Proceeds, if any, or anything herein to the contrary, Tenant must, after any taking of less than all or substantially all of the Leased Property by condemnation and after any damage to the Leased Property by fire or other casualty, either: (1) promptly restore or improve the Leased Property or the remainder thereof to a value no less than sixty percent (60%) of Stipulated Loss Value (computed after the application of any Remaining Proceeds as a Qualified Payment) and to a reasonably safe and sightly condition; or (2) promptly restore the Leased Property to a reasonably safe and sightly condition and pay to Landlord for application as a Qualified Payment the amount (if any), as determined by Landlord, needed to reduce Stipulated Loss Value (computed after the application of such amount and any available Remaining Proceeds as Qualified Payments) to no more than one hundred sixty-six percent (166%) of the then-current market value of the Leased Property or remainder thereof. Any taking of so much of the Leased Property as, in Landlord's reasonable judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding sentence shall be considered a taking of substantially all the Leased Property for purposes of this Paragraph 4. (c) Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, the Lender Landlord shall remit such Excluded Proceeds be entitled to receive and collect all insurance or condemnation proceeds payable with respect to the Borrower Leased Property, and: (i) Landlord shall apply the Remaining Proceeds received by Landlord as a Qualified Payment (or Subsidiaryas reimbursement for Breakage Costs incurred in connection with such Qualified Payment) within ten (10) Business Days after Landlord receives a written notice from Tenant unconditionally directing Landlord to so apply the same; and (ii) in the absence of such a notice from Tenant to Landlord, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement Landlord shall be in form entitled to either, at the discretion of Landlord, (A) hold all Remaining Proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and substance reasonably acceptable reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds as Qualified Payments when and to the Lenderextent deemed appropriate by Landlord. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an When no Event of Default occur at shall have occurred and be continuing, Landlord shall apply any time during the Decision Period, should the Borrower notify the Lender that Remaining Proceeds paid to it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the other amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is which are to be applied as a mandatory prepayment Qualified Payment (or as reimbursement for Breakage Costs incurred in connection with a Qualified Payment) within three (3) Business Days after Landlord receives a written notice from Tenant unconditionally directing Landlord to so apply the same. In any event, Landlord may deduct Breakage Costs incurred in connection with a Qualified Payment from the Remaining Proceeds or other amounts available to Landlord for application as the Qualified Payment, and Tenant will reimburse Landlord upon request for any such Breakage Costs that Landlord incurs but does not so deduct. If Remaining Proceeds held by Landlord exceed Stipulated Loss Value and any Rent payable by Tenant, Tenant may get the excess by terminating this Lease in accordance with Paragraph 2 and purchasing any remaining interest of Landlord in the Leased Property and the Escrowed Proceeds, pursuant to the AdvancesPurchase Agreement. (d) In the event of any taking of all or substantially all of the Leased Property, the Borrower Landlord shall be deemed entitled to have requested Advances in apply all Remaining Proceeds as a Qualified Payment, notwithstanding the foregoing. In addition, if Stipulated Loss Value immediately prior to any taking of all or substantially all of the Leased Property by condemnation exceeds the sum of the Remaining Proceeds resulting from such condemnation, then Landlord shall be entitled to recover the excess from Tenant upon demand as an amount equal additional Qualified Payment, whereupon this Lease shall terminate. (e) Nothing herein contained shall be construed to prevent Tenant from obtaining a separate award from any condemning authority for a taking of Tenant's personal property, for moving expenses, for severance damages to other real property owned by Tenant adjacent to the Decision ReserveLand or for business interruption, provided, such award is not combined with and does not reduce the award for any taking of the Leased Property, including Tenant's interest therein. (f) Without limiting Landlord's obligations under the other provisions of this Paragraph 4 or Tenant's obligations to make repairs under other provisions of this Lease, Landlord and Tenant each waive any right of recovery against the other, and such Advances shall be made regardless of the other's agents, officers or employees, for any failure of damage to the Borrower Leased Property or to meet the conditions precedent personal property situated from time to time in or on the Leased Property resulting from fire or other casualty covered by a valid and collectible insurance policy; provided, however, that the waiver set forth in ARTICLE IIIthis subparagraph 4.(f) shall be effective insofar, but only insofar, as compensation for such damage or loss is actually recovered by the waiving party (net of costs of collection) under the policy notwithstanding the waivers set out in this paragraph. Upon completion Tenant shall cause the insurance policies required of Tenant by this Lease to be properly endorsed, if necessary, to prevent any loss of coverage because of the restoration, rebuilding or replacement of waivers set forth in this paragraph. If such propertyendorsements are not available, the unused proceeds shall constitute net cash proceeds of an Asset Sale and waivers set forth in this paragraph shall be applied as a mandatory prepayment of ineffective to the Advances pursuant extent that such waivers would cause required insurance with respect to SECTION 2.2(B)the Leased Property to be impaired.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAgent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than $250,000 2,500,000 ("EXCLUDED PROCEEDS"), unless an Event of a Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicableBorrower. Each such policy shall contain a long-form loss-payable endorsement naming the Lender Agent as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAgent. The Lender Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Maximum Revolving Credit Amount in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(G) or as the Decision Reserve shall upon the direction of the Required Lenders' be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of a Default occur after the Borrower has notified the Lender Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the AdvancesTerm Loans, the Borrower shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and such Advances Loans shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Article V. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B).

Insurance and Condemnation Proceeds. The Borrower directs After the happening of (and, if applicable, shall cause its Subsidiaries i) any casualty to directthe Property or any part thereof or (ii) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors the taking of any portion of the Property either under condemnation claim or award relating eminent domain or through settlement in lieu of proceedings under the power of eminent domain (i) and (ii) being hereinafter referred to as a “Loss”), Grantor and Borrower shall give prompt written notice of the property Loss to Beneficiary. Notwithstanding any contrary provisions ofthis Deed of Trust or the other Loan Documents, Beneficiary shall make the proceeds of the Loss (the “Proceeds”) available to Grantor and Borrower to pay all proceeds payable under such policies or with respect a portion of the costs of repairing or restoring the Property to such claim or award for any loss with respect to as nearly as practicable the Collateral directly to condition of the Lender; PROVIDEDProperty immediately preceding the Loss, HOWEVER, in the event provided that such proceeds funds shall be made available to Grantor and Borrower only upon satisfaction of the following conditions: (1) within ninety (90) days of a Loss, Grantor shall notify Beneficiary of Grantor's intention to use the Proceeds to repair or award are less than $250,000 restore the Property; ("EXCLUDED PROCEEDS"), unless an 2) no Event of Default ofDefault shall have occurred and be continuing; (3)sufficient funds (including the Proceeds) shall be available or shall have been committed on terms satisfactory to Beneficiary to complete the restoration and repair work within twelve (12) months after the Proceeds are received; (4) all funds (including the Proceeds) needed to pay for the restoration and repair work shall be delivered to and held by Beneficiary during the course of such repair and restoration work for administration in accordance with the provisions of this section; (5) Grantor and Borrower shall have furnished to Beneficiary plans and specifications for the repair or restoration work in form satisfactory to Beneficiary; (6) business interruption or rent loss insurance or other funds available to Grantor and Borrower shall be dedicated and sufficient to pay, during the period required to restore or repair the Property, any scheduled payments due under the Note and the other Obligations and all unabated operating expenses ofthe Property;(7)the general contractor selected by Grantor and Borrower toperform the repair or restoration work (the "Restoration Contractor") shall be approved by Beneficiary; and (8) the contract between Grantor and Borrower and the Restoration Contractor, the Lender Restoration Contractor's audited financial statements and an estimated progress schedule shall remit such Excluded be submitted to, and approved by Beneficiary. Any funds required in addition to the Proceeds to complete and pay the Borrower repair or Subsidiaryrestoration work shall be the first funds applied to pay such costs; thereafter, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming restoration or repair work progresses, Beneficiary will make periodic payments from the Lender as loss payee, which endorsement shall be in form Proceeds to Grantor and substance reasonably acceptable Borrower inaccordance with the general procedures ofBeneficiary applicable to the Lender. The Lender shall, upon receipt disbursement of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding construction loans at the time ofsuch damages or destruction (and subject to the submission of such receipt and create a corresponding reserve against the Commitment in an amount equal required documentation). Until disbursed to such application (the "DECISION RESERVE") or hold them as cash collateral pay for the Obligations cost of repairing or restoring the Property, Beneficiary shall have a security interest in an interest bearing accountthe Proceeds. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment Except to the Advancesextent that Proceeds are received by Beneficiary and applied to the Obligations, the Borrower nothing herein contained shall be deemed to have requested Advances in an amount equal excuse Grantor from repairing or maintaining the Property or restoring all damage or destruction to the Decision ReserveProperty, and such Advances shall be made regardless of the availability or sufficiency of Proceeds. The application or release by Beneficiary of any failure Proceeds shall not cure or waive any default or notice of default under this Deed of Trust or the other Loan Documents or invalidate any act done pursuant to such notice. In the case of a partial taking pursuant to a condemnation or exercise of the Borrower to meet right of eminent domain, the conditions precedent set forth in ARTICLE III. Upon completion amount of impairment of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment value of the Advances pursuant collateral (not eliminated through restoration or repair of the Property) shall, at the option of Beneficiary, be paid to SECTION 2.2(B)Beneficiary and applied to the Obligations.

Insurance and Condemnation Proceeds. The Each Borrower hereby ----------------------------------- directs (and, if applicable, shall cause its Restricted Subsidiaries to direct) all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors payers of any condemnation claim or award relating to the property Property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDAdministrative Agent, HOWEVER, in for the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event benefit of Default shall have occurred and be continuingthe Agents, the Lender shall remit such Excluded Proceeds Issuing Banks and the Lenders, and in no case to the any Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lenderone or more of their Restricted Subsidiaries. The Lender Administrative Agent shall, upon receipt of such proceeds hold such proceeds as Cash Collateral for the Obligations; provided, however, that any such proceeds (a) which are part of payments with -------- ------- respect to a particular claim under such policies which payments do not exceed $1,000,000 in the aggregate and (b) which do not exceed $2,500,000 when aggregated with all other than Excluded Proceeds) and at such proceeds received during the Borrower's directionthen current Fiscal Year by the Administrative Agent, either apply shall be transferred by the same Administrative Agent to the principal amount applicable Borrower so long as no Default or Event of Default has occurred and is continuing. To the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal extent proceeds are not transferred to such application (Borrower pursuant to the "DECISION RESERVE") or hold them as cash collateral proviso in the preceding sentence, for the Obligations in an interest bearing account. For up to 150 180 days from the date of any loss (the "DECISION PERIODDecision Period"), the such Borrower may notify the Lender Administrative Agent that it intends to restore, rebuild or replace the property Property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Administrative Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the such Borrower notify the Lender Administrative Agent that it has decided not to rebuild or replace such property Property during the Decision Period, or should the such Borrower fail to notify the Lender Administrative Agent of the such Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve Cash Collateral shall automatically be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSections 3.01(b)(i) ------------------- and (iv). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve Cash Collateral shall be disbursed as construction ---- payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of Default occur after the -------- ------- such Borrower has notified the Lender Administrative Agent that it intends to rebuild or replace the propertyProperty, the Decision Reserve Cash Collateral may, at the Administrative Agent's discretion, or amounts held as cash collateral shall shall, upon the Requisite Lenders' direction, be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSections 3.01(b)(i) and (iv). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon ------------------- ---- completion of the restoration, rebuilding or replacement of such propertyProperty, the unused proceeds held as Cash Collateral shall constitute net cash proceeds of an Asset Sale Net Cash Proceeds and shall be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSections -------- 3.01(b)(i) and (iv).. ---------- ----

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to Agent (for the Lenderbenefit of the Lenders); PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than $250,000 250,000.00 ("EXCLUDED PROCEEDSExcluded Proceeds"), unless an Event of Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming Agent (for the Lender as benefit of the Lenders)as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAgent. The Lender Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVEDecision Reserve") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIODDecision Period"), the Borrower may notify the Lender Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION Section 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). Proceeds held as cash collateral pursuant to this SECTION Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of Default occur after the Borrower has notified the Lender Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B).

Insurance and Condemnation Proceeds. The Borrower directs (andWith respect to any Casualty or Condemnation affecting a Property after the date of this Agreement, if applicable, shall cause its Subsidiaries the Seller Parties will allow the Purchaser Parties to direct) all insurers under policies participate in the negotiations regarding the settlement of property damage, boiler and machinery and business interruption any such claim for insurance and payors condemnation proceeds in excess of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application five percent (5%) of the "DECISION RESERVE") or hold them as cash collateral Unadjusted Asset Purchase Price Amount for the Obligations applicable Property and will not settle or compromise any such claims related to the damage, destruction or condemnation under the relevant insurance policies or against a Governmental Entity effecting the Condemnation without the Purchaser Parties' consent, which consent may be granted or withheld in an interest bearing accountthe Purchaser Parties' sole discretion. For up The Seller Parties will provide to 150 days from the date Purchaser Parties copies of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject material correspondence relating to any such claims and will advise the Purchaser Parties of all material developments concerning such claims. The applicable Seller Party will give the applicable Purchaser Party an assignment of such Seller Party's right to receive insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at proceeds if any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender portion of the Borrower's decision during insurance or condemnation proceeds are not collected before the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve Closing and shall be applied as provide a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment credit to the Advances, Purchaser Parties at the Borrower shall be deemed to have requested Advances applicable Closing in an amount equal to the Decision Reservesum of (i) any insurance or condemnation proceeds received by the Seller Parties or their Affiliates prior to the Closing less any reasonable costs actually incurred by the Seller Parties or their Affiliates to repair or restore the Property, and such Advances shall be made regardless (ii) the amount of any failure deductible payable by the Seller Entities in connection with casualty insurance. The Seller Parties will cooperate with the Purchaser Parties to effect the assignment of the Borrower right to meet receive insurance or condemnation proceeds to the conditions precedent set forth in ARTICLE IIIPurchaser Parties and will execute and deliver all such instruments as are reasonably necessary to complete such assignment. Upon completion of This obligation will survive the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash Closing. The proceeds of an Asset Sale any rent interruption insurance received by the landlord under the applicable lease in respect of any Casualty will be apportioned between the applicable Seller Party and shall be applied the Purchaser Parties as a mandatory prepayment of the Advances pursuant to SECTION 2.2(Bif same were Fixed Rent in accordance with Section 1.4(b)(i).

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to Agent (for the Lenderbenefit of the Lenders); PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than $250,000 250,000.00 ("EXCLUDED PROCEEDS"“Excluded Proceeds”), unless an Event of Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming Agent (for the Lender benefit of the Lenders) as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAgent. The Lender Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's ’s direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE"“Decision Reserve”) or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"“Decision Period”), the Borrower may notify the Lender Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Agent of the Borrower's ’s decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION Section 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). Proceeds held as cash collateral pursuant to this SECTION Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of Default occur after the Borrower has notified the Lender Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B).

Insurance and Condemnation Proceeds. The (a) Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) and Parent Guarantor hereby direct all insurers under policies of property damage, boiler and machinery machinery, rental loss, and business interruption rental value insurance and payors of any condemnation claim or award relating to the property Opryland Hotel Florida to pay all proceeds payable Property Awards (net of the cost of reasonable attorneys' fees and expenses and other reasonable expenses incurred in connection with obtaining such Property Awards) directly to the Administrative Agent, for the benefit of the Lenders and other Holders of Secured Obligations, and, in no case to Borrower or Parent Guarantor. In the event of any loss or damage to any portion of the Opryland Hotel Florida due to a casualty or condemnation event giving rise to a Property Award ("Property Award Event"), so long as no Default has occurred that is continuing, Borrower or Parent Guarantor shall have the sole right and authority to settle any claim for the Property Award; provided, however, the Administrative Agent shall have the right to participate in settlement negotiations with respect to Property Award Events in connection with the Opryland Hotel Florida which are reasonably likely to result in Property Awards in excess of $3,000,000 in the aggregate. In the event of Borrower's or Parent Guarantor's failure to settle any such claim for a Property Award within one hundred eighty (180) days after the occurrence of the related Property Award Event or if a Default has occurred that is continuing, the Administrative Agent shall have the right, but not the obligation, to settle all claims for such Property Award on behalf of Borrower or Parent Guarantor. (b) Borrower or Parent Guarantor shall promptly after the occurrence of a Property Award Event with respect to the Opryland Hotel Florida commence and diligently pursue the repair, restoration or reconstruction of the damaged portion of the Opryland Hotel Florida and the opening or reopening and operation of the Opryland Hotel Florida ("Restoration"); provided, however, that Borrower or Parent Guarantor shall have prepared and delivered to the Administrative Agent a budget for such Restoration which is satisfactory to the Administrative Agent. (c) In the event a Property Award with respect to the Opryland Hotel Florida is paid to the Administrative Agent, such Property Award shall be made available to Borrower or Parent Guarantor for the purpose of Restoration or, in the case of rental loss, rental value and business interruption insurance, to be applied to debt service upon the Obligations and for other permitted expenditures with respect to the Opryland Hotel Florida, subject in each case to the following covenants and conditions: (i) No Default shall have occurred that is continuing. (ii) As soon as practicable, but in no event later than ninety (90) days after the occurrence of the related Property Award Event (A) Borrower or Parent Guarantor shall deliver to the Administrative Agent written evidence reasonably satisfactory to the Majority Lenders that, upon completion of the Restoration, by the expenditure of the Property Award together with any funds made available by Borrower or Parent Guarantor, the Opryland Hotel Florida will be of at least substantially equal value, quality and character as it was immediately prior to the Property Award Event, free and clear of all Liens except the Liens in favor of the Administrative Agent and Customary Permitted Liens pertaining thereto, (B) the Restoration shall be performed in compliance with all then applicable Laws and with good construction scheduling and good construction practices and (C) Borrower or Parent Guarantor shall deliver to the Administrative Agent for approval preliminary plans and specifications for the Restoration setting forth the construction schedule and budget. Final plans and specifications shall be delivered to the Administrative Agent for approval promptly upon their completion. (iii) If the Property Award is, in the Administrative Agent's reasonable judgment, insufficient to complete the Restoration of the Opryland Hotel Florida, Borrower or Parent Guarantor shall promptly deposit the amount of the insufficiency in a cash collateral account (the "Restoration Account") in the name of Borrower or Parent Guarantor but under the sole dominion and control of the Administrative Agent and pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations pursuant to agreements satisfactory to the Administrative Agent. Borrower or Parent Guarantor may not use and, if applicable, the Administrative Agent shall not, without the consent of the Majority Lenders, release, any Property Awards until any such policies additional funds have been expended toward the Restoration and the budget for such Restoration shall be "in balance" with the funds comprising the Property Award sufficient to complete the Restoration. If at any time the Restoration is "out of balance" with the budget and the remaining Property Award is no longer sufficient to complete such Restoration, then Borrower or Parent Guarantor may not use and, if applicable, the Administrative Agent shall not without the consent of the Majority Lenders, further disburse, any portion of the Property Award until such time as the Administrative Agent has determined, that the remaining Property Award is sufficient to fully complete the Restoration. For purposes hereof, the Restoration shall be deemed to be "in balance" only at such time and from time to time, as the Administrative Agent determines that the Property Award (and any additional amounts deposited in the Restoration Account with respect to such claim Restoration in accordance with the paragraph) equals or award exceeds the aggregate amount of all unpaid costs, fees and expenses necessary for any loss all work in connection with respect the final completion of the Restoration, including the costs of preparing plans and specifications, the "hard" and "soft" costs of the construction of the base building and Improvements. (iv) The Administrative Agent shall be reasonably satisfied that the Opryland Hotel Florida, when fully restored, will constitute premises suitable for their intended use of the same or better character and quality as existed prior to the Collateral directly occurrence of the subject Property Award Event. (v) The Administrative Agent shall have received and approved all documentation pertaining to the Lender; PROVIDEDRestoration which has been requested by the Administrative Agent, HOWEVERincluding the construction schedule, construction budget, plans and specifications and any agreements between Borrower or Parent Guarantor and any Persons who will perform services or furnish labor or materials in connection with such Restoration (all such Persons and agreements being subject to the Administrative Agent's, or as applicable, Majority Lenders' approval). (vi) The Administrative Agent shall have received and approved Lien waivers, contractor's statements and affidavits reflecting that as of the date of each disbursement, there are (or immediately after disbursement there will be) no mechanics' liens (subject to the right to contest said Liens set forth in this Agreement) or other unpermitted Liens pertaining to title affecting the damaged Property and the Administrative Agent shall have received a date down endorsement to the Mortgage Title Insurance Policy confirming the foregoing, in form and substance reasonably satisfactory to the Administrative Agent. (vii) Borrower or Parent Guarantor shall have satisfied such other conditions and terms as the Administrative Agent shall reasonably require (which shall be consistent with those that would be imposed by a prudent institutional construction lender). Upon the completion of the Restoration to the reasonable satisfaction of the Administrative Agent, and after paying all reasonable costs and expenses relating to the subject Property Award Event and related Restoration, the Administrative Agent shall apply any unexpended balance of the subject Property Award to prepayment of the Loans. Notwithstanding anything in this Agreement to the contrary, in the event that such proceeds or award are no Default exists that is continuing and the Property Award with respect to a Property Award Event is less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing3,000,000 in the aggregate, the Lender Administrative Agent shall remit pay the entire amount of such Excluded Proceeds proceeds to Borrower or Parent Guarantor promptly upon receipt thereof by the Administrative Agent, which proceeds the Borrower or SubsidiaryParent Guarantor shall apply for the purposes of Restoration. (d) Upon Borrower's or Parent Guarantor's failure to satisfy the covenants and conditions set forth in clauses (b) and (c) above with respect to a Property Award Event constituting loss or damage to all or substantially all of the Opryland Hotel Florida, as applicable. Each such policy the Administrative Agent shall contain a long-form loss-payable endorsement naming have the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable right to apply the Property Award to the LenderSecured Obligations in the order of priority set forth in Section 2.12(b). The Lender shall, upon receipt If the amount of such proceeds (other Property Award so applied is less than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision PeriodSecured Obligations, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to occurred and the Decision Reserve, Administrative Agent shall have all rights and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent remedies set forth herein, in ARTICLE III. Upon completion of the restorationLoan Documents, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale at law and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)in equity.

Insurance and Condemnation Proceeds. The Borrower hereby directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAgent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than $250,000 2,000,000 in the aggregate or $1,000,000 for any particular service center or other location ("EXCLUDED PROCEEDS"), unless an Event of a Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Proceeds to the Borrower which the Borrower hereby covenants and agrees it shall use to restore, rebuild or Subsidiary, replace the property subject to any such insurance payment or condemnation award as applicablesoon as practicable after receipt thereof. Each such policy shall contain a long-form loss-payable endorsement naming the Lender Agent as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAgent. The Lender Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "DECISION RESERVEDecision Reserve") or hold them as cash collateral for the Obligations in an interest bearing accountSecured Obligations. For up to 150 days from the date of any loss (the "DECISION PERIODDecision Period"), the Borrower may notify the Lender Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(GSection 6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(GSection 6.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of a Default occur after the Borrower has notified the Lender Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the AdvancesTerm Loans, the Borrower shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and such Advances Loans shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE IIIArticle IV. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B).

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, A. Trustor shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors notify Beneficiary in writing immediately upon the occurrence of any loss or damage by fire or other casualty to any of the Property or upon obtaining knowledge of the commencement of any proceedings for condemnation claim of any of the Property. Beneficiary shall be entitled to (i) participate in any such condemnation proceedings and Trustor from time to time will deliver to Beneficiary all instruments reasonably necessary to permit such participation, and (ii) if the repair of the loss or award relating casualty is reasonably estimated to the property to pay all proceeds payable under such policies cost more than One Million Dollars ($1,000,000.00) or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless if an Event of Default shall have occurred and remain uncured (either, an "Insurance Event"), settle and adjust all insurance claims relative to any such damage or destruction, deducting from any insurance proceeds the amount of all expenses incurred by Beneficiary in connection with any such settlement or adjustment. Notwithstanding anything to the contrary contained in any insurance policies if an Insurance Event pertains, all proceeds paid to Trustor under any insurance policies required to be maintained by Trustor pursuant to PARAGRAPH 3.2 or otherwise relating to the Property, and any insurance proceeds received by Trustor under insurance policies maintained by tenants pursuant to a lease obligation, shall immediately be delivered to Beneficiary. B. If Beneficiary elects or is required to make insurance proceeds or condemnation awards available for repair or reconstruction, Beneficiary shall, through a disbursement procedure established by Beneficiary, make available to Trustor the net amount of all insurance proceeds or condemnation awards received by Beneficiary after deduction of Beneficiary's reasonable costs and expenses, if any, in collection of the same (the "Net Proceeds"). Beneficiary shall make the Net Proceeds available to Trustor for repair or reconstruction if (i) no Event of Default or event, which with the passage of time or the giving of notice, or both, would constitute an Event of Default has occurred and is continuing; (ii) Beneficiary is satisfied that (A) the Property can and will be repaired or reconstructed within 18 months from the date of damage, destruction or condemnation to the condition of the Property immediately prior to the damage, destruction or condemnation in accordance with plans and specifications approved by Beneficiary, (B) the repair or reconstruction shall be finally completed on a date which is at least twenty-four (24) months prior to the maturity of the Loan, and (C) Leases which are terminated or terminable as a result of such damage, destruction or condemnation cover an aggregate rentable square footage of less than ten percent (10%) of the total rentable square footage contained in the Property subject to the condemnation or casualty at the closing of the Loan; (iii) Trustor shall have entered into a construction contract for completion of the repair or reconstruction with a general contractor which is acceptable in all respects to the Beneficiary (which general contractor may be a Loan Party or an affiliate thereof, provided that such Loan Party or affiliate shall be required to obtain three (3) competitive sub-bids for each component of the work of repair or reconstruction if the total cost of completion of the repair or reconstruction is likely to exceed One Million Dollars [$1,000,000.00]), and which contract must in any event include provisions for retention of not less than ten percent (10%) until full and final, lien-free completion of the repair or reconstruction and a final completion date which is at least 24 months prior to the maturity of the Loan, and (iv) in Beneficiary's reasonable judgment, the Lender shall remit security for the Loan has not been materially impaired as a result of such Excluded damage, destruction or condemnation. In the event Beneficiary elects not, or is not required, to make the Net Proceeds available for repair or reconstruction, Beneficiary, at its sole option, may apply the Net Proceeds in payment of the Indebtedness or in satisfaction of any other Obligation in such order as Beneficiary may determine provided that if (1) Beneficiary applies the Net Proceeds to the Borrower Indebtedness and the amount of Net Proceeds equals the Original Allocated Loan Amount for the particular Property that suffered the casualty, or Subsidiary(2) in the event such Net Proceeds are less than the Original Allocated Loan Amount, Trustor pays Beneficiary the difference between the Original Allocated Loan Amount and Net Proceeds, in either such event, then, so long as applicableno Event of Default has occurred and remains uncured, Beneficiary shall release the affected Property which suffered the casualty from the lien of this Deed of Trust and the other Loan Documents. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable A payment by Trustor to Beneficiary pursuant to the Lenderforegoing clause shall not be considered a Prepayment Amount under the Note. The Lender shall, upon receipt Notwithstanding any provision of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same this Deed of Trust to the principal amount contrary, under no circumstance shall Beneficiary be obligated to make any portion of the Advances outstanding Net Proceeds available for repair or reconstruction unless at the time of such receipt the request for any disbursement it has determined in its reasonable discretion that the repair or reconstruction can be completed at a cost (which cost shall include all payments coming due under the terms of the Loan) which does not exceed the aggregate of the remaining Net Proceeds and create a corresponding reserve against any funds deposited with Beneficiary by Trustor. C. The Net Proceeds and any additional funds deposited by Trustor with Beneficiary, plus any loss of rental income insurance proceeds which have been deposited with Beneficiary or which the Commitment in an amount equal carrier has acknowledged to such application (the "DECISION RESERVE") or hold them as cash collateral be payable, shall constitute additional security for the Obligations Loan. Trustor shall execute, deliver, file and/or record, at its own expense, such documents and instruments as Beneficiary requires to grant to Beneficiary a perfected, first priority security interest in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Net Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)additional funds.

Insurance and Condemnation Proceeds. The Borrower directs Borrowers shall promptly notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (anda) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if applicableany, incurred by the Agent in the collection or handling thereof, the Agent shall cause its Subsidiaries apply such proceeds to directthe Revolving Loans. (b) all insurers under policies of property damage, boiler and machinery and business interruption With respect to insurance and payors condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Loan Parties to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing and (2) the Loan Parties first (i) provide the Agent and the Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Majority Lenders (such satisfaction not to be unreasonably withheld or delayed) and (ii) demonstrate to the reasonable satisfaction of the Majority Lenders (such satisfaction not to be unreasonably withheld or delayed) that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation claim proceeds, (a) to the Term Loans if such Fixed Assets are Term Loan Collateral or award (b) to the Revolving Loans (but without reduction of the Revolving Loan Commitments). Notwithstanding the foregoing, no insurance or condemnation proceeds relating to the property Term Loan Collateral may be used to pay all proceeds payable under replace, repair, restore or rebuild without the prior written consent of Required Term Lenders (such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided consent not to rebuild be unreasonably withheld or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(Bdelayed).

Insurance and Condemnation Proceeds. The Borrower directs (andWith respect to any Casualty or Condemnation affecting a Property after the date of this Agreement, if applicable, shall cause its Subsidiaries the Seller Parties will allow the Purchaser Parties to direct) all insurers under policies participate in the negotiations regarding the settlement of property damage, boiler and machinery and business interruption any such claim for insurance and payors condemnation proceeds in excess of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application five percent (5%) of the "DECISION RESERVE") or hold them as cash collateral Unadjusted Asset Purchase Price Amount for the Obligations applicable Property and will not settle or compromise any such claims related to the damage, destruction or condemnation under the relevant insurance policies or against a Governmental Entity effecting the Condemnation without the Purchaser Parties’ consent, which consent may be granted or withheld in an interest bearing accountthe Purchaser Parties’ sole discretion. For up The Seller Parties will provide to 150 days from the date Purchaser Parties copies of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject material correspondence relating to any such claims and will advise the Purchaser Parties of all material developments concerning such claims. The applicable Seller Party will give the applicable Purchaser Party an assignment of such Seller Party’s right to receive insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at proceeds if any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender portion of the Borrower's decision during insurance or condemnation proceeds are not collected before the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve Closing and shall be applied as provide a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment credit to the Advances, Purchaser Parties at the Borrower shall be deemed to have requested Advances applicable Closing in an amount equal to the Decision Reservesum of (i) any insurance or condemnation proceeds received by the Seller Parties or their Affiliates prior to the Closing less any reasonable costs actually incurred by the Seller Parties or their Affiliates to repair or restore the Property, and such Advances shall be made regardless (ii) the amount of any failure deductible payable by the Seller Entities in connection with casualty insurance. The Seller Parties will cooperate with the Purchaser Parties to effect the assignment of the Borrower right to meet receive insurance or condemnation proceeds to the conditions precedent set forth in ARTICLE IIIPurchaser Parties and will execute and deliver all such instruments as are reasonably necessary to complete such assignment. Upon completion of This obligation will survive the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash Closing. The proceeds of an Asset Sale any rent interruption insurance received by the landlord under the applicable lease in respect of any Casualty will be apportioned between the applicable Seller Party and shall be applied the Purchaser Parties as a mandatory prepayment of the Advances pursuant to SECTION 2.2(Bif same were Fixed Rent in accordance with Section 1.4(b)(i).

Insurance and Condemnation Proceeds. The Borrower directs (anda) Subject to Landlord's rights under this Paragraph 4, if applicableand so long as no Event of Default shall have occurred and be continuing, Tenant shall cause its Subsidiaries be entitled to direct) use all insurers under policies of property damage, boiler and machinery and business interruption casualty insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Lender; PROVIDEDLeased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, HOWEVER, in the event that such proceeds or award are less than $250,000 shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "EXCLUDED PROCEEDSRemaining Proceeds"), unless shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, the Lender then Landlord shall remit such Excluded Proceeds be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Borrower Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or Subsidiaryreplacing the Leased Property when Tenant has completed such repair, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payeerestoration or replacement, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of or (B) apply such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount net of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment deductions described in an amount equal to such application clause (the "DECISION RESERVE"i) or hold them above) as cash collateral for the Obligations Qualified Payments. (b) Any Remaining Proceeds held by Landlord as Escrowed Proceeds shall be deposited by Landlord in an interest bearing accountaccount as provided in the definition of Escrowed Proceeds and shall be paid to Tenant upon completion of the applicable repair, restoration or replacement and upon compliance by Tenant with such terms, conditions and requirements as may be reasonably imposed by Landlord, but in no event shall Landlord be required to pay any Escrowed Proceeds to Tenant in excess of the actual cost to Tenant of the applicable repair, restoration or replacement, it being understood that Landlord may retain any such excess as a Qualified Payment. For up In any event, Tenant will not be entitled to 150 days from any abatement or reduction of the date Base Rent or any other amount due hereunder except to the extent that such excess Remaining Proceeds result in Qualified Payments which reduce Stipulated Loss Value (and thus payments computed on the basis of Stipulated Loss Value) as provided in the definitions set out above. Further, notwithstanding the inadequacy of the Remaining Proceeds held by Landlord as Escrowed Proceeds, if any, or anything herein to the contrary, Tenant must, after any taking of less than all or substantially all of the Leased Property by condemnation and after any damage to the Leased Property by fire or other casualty, restore or improve the Leased Property or the remainder thereof to a value no less than Stipulated Loss Value (computed after the application of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends Remaining Proceeds as a Qualified Payment) and to restore, rebuild or replace the property subject to any insurance payment or condemnation award a safe and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimatessightly condition. Should an Event Any taking of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender so much of the BorrowerLeased Property as, in Landlord's decision during reasonable judgment, makes it impracticable to restore or improve the Decision Period, then remainder thereof as required by the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve preceding sentence shall be applied as considered a mandatory prepayment taking of substantially all the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to Leased Property for purposes of this SECTION 5.2(GParagraph 4. (c) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event of any taking of all or substantially all of the Decision Reserve is Leased Property, Landlord shall be entitled to be applied apply all Remaining Proceeds as a mandatory prepayment Qualified Payment, notwithstanding the foregoing. In addition, if Stipulated Loss Value immediately prior to any taking of all or substantially all of the Leased Property by condemnation exceeds the sum of the Remaining Proceeds resulting from such condemnation, then Landlord shall be entitled to recover the excess from Tenant upon demand as an additional Qualified Payment, whereupon this Lease shall terminate. (d) Nothing herein contained shall be construed to prevent Tenant from obtaining and applying as it deems appropriate any separate award from any condemning authority or from any insurer for a taking of or damage to Tenant's personal property not included in the Leased Property or for moving expenses or business interruption, provided, such award is not combined with and does not reduce the award for any taking of the Leased Property, including Tenant's interest therein. Further, notwithstanding anything to the Advancescontrary herein contained, if Remaining Proceeds held by Landlord during the Borrower term of this Lease shall exceed Stipulated Loss Value and any Rent payable by Tenant, then Tenant may get the excess by terminating this Lease in accordance with Paragraph 2 and purchasing such excess (which will then be deemed to have requested Advances held by Landlord as Escrowed Proceeds), together with any remaining interest of Landlord in an amount equal the Leased Property, pursuant to the Decision ReservePurchase Agreement. (e) Landlord and Tenant each waive any right of recovery against the other, and such Advances shall be made regardless of the other's agents, officers or employees, for any failure of damage to the Borrower Leased Property or to meet the conditions precedent personal property situated from time to time in or on the Leased Property resulting from fire or other casualty covered by a valid and collectible insurance policy; provided, however, that the waiver set forth in ARTICLE IIIthis subparagraph 4.(e) shall be effective insofar, but only insofar, as compensation for such damage or loss is actually recovered by the waiving party (net of costs of collection) under the policy notwithstanding the waivers set out in this paragraph. Upon completion Tenant shall cause the insurance policies required of Tenant by this Lease to be properly endorsed, if necessary, to prevent any loss of coverage because of the restoration, rebuilding or replacement of waivers set forth in this paragraph. If such propertyendorsements are not available, the unused proceeds shall constitute net cash proceeds of an Asset Sale and waivers set forth in this paragraph shall be applied as a mandatory prepayment of ineffective to the Advances pursuant extent that such waivers would cause required insurance with respect to SECTION 2.2(B)the Leased Property to be impaired.

Insurance and Condemnation Proceeds. The US Borrower directs (andRepresentative shall promptly notify the Administrative Agent, if applicablethe UK Agent and the Applicable Security Agent and the Applicable Lenders of any loss, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler or destruction to Collateral having net book value in excess of the Dollar Equivalent of $500,000, whether or not covered by insurance. The Applicable Security Agent is hereby authorized to collect all insurance and machinery condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral (other than Fixed Assets) and business interruption insurance and payors of any condemnation claim insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Applicable Security Agent in the collection or award relating handling thereof, the Applicable Security Agent shall apply such proceeds, ratably, to the property to pay all proceeds payable under such policies reduction of the outstanding Obligations, but not the US Commitments or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVERUK Commitments, in the event that such order provided for in Section 3.7. (ii) With respect to casualty insurance and condemnation proceeds or award are less than $250,000 relating to Collateral ("EXCLUDED PROCEEDS"including Fixed Assets), unless an the Applicable Security Agent shall permit or require the Applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (l) no Default or Event of Default shall have has occurred and is continuing and (2) the Applicable Borrowers first (i) provide the Applicable Security Agent and the Lenders with plans and specifications for any such replacement, repair or restoration of Fixed Assets which shall be continuingreasonably satisfactory to the Applicable Security Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Applicable Security Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Lender Applicable Security Agent shall remit apply such Excluded Proceeds insurance and condemnation proceeds, ratably, to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt reduction of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments order provided for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)Section 3.7.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, and shall cause its Subsidiaries to direct) direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderCollateral Agent, for the benefit of the Collateral Agent and the Holders of the Secured Obligations; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are awards aggregate less than $250,000 2,000,000 for all claims or awards subsequent to the Closing Date ("EXCLUDED PROCEEDSExcluded Proceeds"), unless an Event of a Default shall have occurred and be continuing, the Lender Collateral Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderBorrower. The Lender shall, upon receipt of Collateral Agent shall hold such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing accountObligations. For up to 150 180 days from the date of any loss (the "DECISION PERIODDecision Period"), the Borrower may notify the Lender Collateral Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Collateral Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Collateral Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Collateral Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(M) or as shall upon the Decision Reserve shall Required Lenders' direction be applied paid to the Administrative Agent for the ratable benefit of the Lenders for application as a mandatory prepayment to the outstanding Loans, such prepayment to be treated as a Designated Prepayment from Asset Sales in accordance with the terms of the Advances pursuant to SECTION 2.2(BSection 2.4(B). 75 Proceeds held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(M) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property as such amounts become duedue pursuant to documentation reasonably acceptable to the Collateral Agent; PROVIDEDprovided, HOWEVERhowever, should an Event of a Default occur after the Borrower has notified the Lender Collateral Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied Loans as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE IIIabove. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant Loans as set forth above. All insurance and condemnation proceeds shall be subject to SECTION 2.2(B)the security interest of the Collateral Agent on behalf of itself and the Holders of Secured Obligations under the Collateral Documents until so released.

Insurance and Condemnation Proceeds. The Borrower Company hereby directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption damage insurance and payors any payor of any condemnation claim or award relating to any property of the property Company or any Subsidiary thereof to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Administrative Agent, except to the extent such proceeds, claims or awards are required to be paid to alternate loss payees pursuant to the terms of any purchase money Indebtedness or any capital or operating lease permitted under this Agreement, in each case solely with respect to the Collateral directly property covered by such Indebtedness or lease; and in no case to the Lender; PROVIDEDCompany or any Subsidiary thereof. The Administrative Agent shall, HOWEVERwithin one Business Day of receipt of such proceeds, in notify the event that Senior Administrative Agent of its receipt thereof and remit all of such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderSenior Administrative Agent. The Lender Senior Administrative Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's Company’s direction, either (a) apply the same to the principal amount of the Advances Revolving Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Loan Availability in an amount equal to such application (the "DECISION RESERVE"“Decision Reserve”) or (b) hold them such proceeds (or cause the Administrative Agent to hold such proceeds) as cash collateral Cash Collateral for the Obligations Obligations; provided, however, claims and awards not in an interest bearing accountexcess of $250,000 per occurrence (or series of related occurrences) shall be remitted to the Company within a reasonable time following the Senior Administrative Agent’s receipt thereof. For up to 150 90 days from after the date of any loss (the "DECISION PERIOD"“Decision Period”), the Borrower Company may notify the Lender Senior Administrative Agent that it intends to restore, rebuild or replace the property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Senior Administrative Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower Company notify the Lender Senior Administrative Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower Company fail to notify the Lender Senior Administrative Agent of the Borrower's Company’s decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) Cash Collateral or as the Decision Reserve shall automatically be applied as to the Revolving Loans, with a mandatory prepayment corresponding permanent reduction of the Advances pursuant Revolving Loan Commitments, at the election of the Senior Administrative Agent. In the event the Company notifies the Senior Administrative Agent that it intends to SECTION 2.2(B). Proceeds rebuild or replace such Property during the Decision Period, proceeds held as cash collateral pursuant to this SECTION 5.2(G) Cash Collateral or constituting the Decision Reserve shall be disbursed as payments for restorationnecessary; provided, rebuilding or replacement of such property become due; PROVIDED, HOWEVERhowever, should an Event of Default occur after the Borrower Company has notified the Lender Senior Administrative Agent that it intends to rebuild or replace the propertysuch Property, the Decision Reserve or amounts held as cash collateral shall Cash Collateral, may at the Senior Administrative Agent’s discretion, or shall, upon the direction of Required Lenders, be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as Revolving Loans, with a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure corresponding permanent reduction of the Borrower to meet Revolving Loan Commitments, at the conditions precedent set forth in ARTICLE III. Upon completion election of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)Senior Administrative Agent.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, and shall cause its Subsidiaries to direct) direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAgent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 500,000 ("EXCLUDED PROCEEDS"), unless an Event of a Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderBorrower. The Lender shall, upon receipt of Agent shall hold such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them interest bearing account as cash collateral for the Obligations in an interest bearing accountObligations. For up to 150 180 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G7.2(M) or as shall upon the Decision Reserve shall Required Lenders' direction be applied paid to the Agent for the ratable benefit of the Lenders for application as a mandatory prepayment to the outstanding Loans and shall result in a reduction of the Advances pursuant to SECTION 2.2(B)Aggregate Commitment. Proceeds held as cash collateral pursuant to this SECTION 5.2(G7.2(M) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property as such amounts become duedue pursuant to documentation reasonably acceptable to the Agent; PROVIDED, HOWEVER, should an Event of a Default occur after the Borrower has notified the Lender Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied Loans as set forth above and shall result in a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure reduction of the Borrower to meet the conditions precedent set forth in ARTICLE IIIAggregate Commitment. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant Loans. All insurance and condemnation proceeds shall be subject to SECTION 2.2(B)the security interest of the Agent on behalf of itself and the Holders of Secured Obligations under the Collateral Documents until so released.

Insurance and Condemnation Proceeds. The Borrower directs (anda) Subject to Landlord's rights under this Paragraph 4, if applicableand so long as no Event of Default shall have occurred and be continuing, Tenant shall cause its Subsidiaries be entitled to direct) use all insurers under policies of property damage, boiler and machinery and business interruption casualty insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 8.(r) and the last sentence of subparagraph 8.(s), all insurance and condemnation proceeds received with respect to the Lender; PROVIDEDLeased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, HOWEVER, in the event that such proceeds or award are less than $250,000 shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "EXCLUDED PROCEEDSRemaining Proceeds"), unless shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, the Lender then Landlord shall remit such Excluded Proceeds be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Borrower Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or Subsidiaryreplacing the Leased Property when Tenant has completed such repair, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payeerestoration or replacement, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of or (B) apply such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount net of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment deductions described in an amount equal to such application clause (the "DECISION RESERVE"i) or hold them above) as cash collateral for the Obligations Qualified Payments. (b) Any Remaining Proceeds held by Landlord as Escrowed Proceeds shall be deposited by Landlord in an interest bearing accountaccount as provided in the definition of Escrowed Proceeds and shall be paid to Tenant upon completion of the applicable repair, restoration or replacement and upon compliance by Tenant with such terms, conditions and requirements as may be reasonably imposed by Landlord, but in no event shall Landlord be required to pay any Escrowed Proceeds to Tenant in excess of the actual cost to Tenant of the applicable repair, restoration or replacement, it being understood that Landlord may retain any such excess as a Qualified Payment. For up In any event, Tenant will not be entitled to 150 days from any abatement or reduction of the date Base Rent or any other amount due hereunder except to the extent that such excess Remaining Proceeds result in Qualified Payments which reduce Stipulated Loss Value (and thus payments computed on the basis of Stipulated Loss Value) as provided in the definitions set out above. Further, notwithstanding the inadequacy of the Remaining Proceeds held by Landlord as Escrowed Proceeds, if any, or anything herein to the contrary, Tenant must, after any taking of less than all or substantially all of the Leased Property by condemnation and after any damage to the Leased Property by fire or other casualty, restore or improve the Leased Property or the remainder thereof to a value no less than Stipulated Loss Value (computed after the application of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends Remaining Proceeds as a Qualified Payment) and to restore, rebuild or replace the property subject to any insurance payment or condemnation award a safe and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimatessightly condition. Should an Event Any taking of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender so much of the BorrowerLeased Property as, in Landlord's decision during reasonable judgment, makes it impracticable to restore or improve the Decision Period, then remainder thereof as required by the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve preceding sentence shall be applied as considered a mandatory prepayment taking of substantially all the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to Leased Property for purposes of this SECTION 5.2(GParagraph 4. (c) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event of any taking of all or substantially all of the Decision Reserve is Leased Property, Landlord shall be entitled to be applied apply all Remaining Proceeds as a mandatory prepayment Qualified Payment, notwithstanding the foregoing. In addition, if Stipulated Loss Value immediately prior to any taking of all or substantially all of the Leased Property by condemnation exceeds the sum of the Remaining Proceeds resulting from such condemnation, then Landlord shall be entitled to recover the excess from Tenant upon demand as an additional Qualified Payment, whereupon this Lease shall terminate. (d) Nothing herein contained shall be construed to prevent Tenant from obtaining and applying as it deems appropriate any separate award from any condemning authority or from any insurer for a taking of or damage to Tenant's personal property not included in the Leased Property or for moving expenses or business interruption, provided, such award is not combined with and does not reduce the award for any taking of the Leased Property, including Tenant's interest therein. Further, notwithstanding anything to the Advancescontrary herein contained, if Remaining Proceeds held by Landlord during the Borrower term of this Lease shall exceed Stipulated Loss Value and any Rent payable by Tenant, then Tenant may get the excess by terminating this Lease in accordance with Paragraph 2 and purchasing such excess (which will then be deemed to have requested Advances held by Landlord as Escrowed Proceeds), together with any remaining interest of Landlord in an amount equal the Leased Property, pursuant to the Decision ReservePurchase Agreement. (e) Landlord and Tenant each waive any right of recovery against the other, and such Advances shall be made regardless of the other's agents, officers or employees, for any failure of damage to the Borrower Leased Property or to meet the conditions precedent personal property situated from time to time in or on the Leased Property resulting from fire or other casualty covered by a valid and collectible insurance policy; provided, however, that the waiver set forth in ARTICLE IIIthis subparagraph 4.(e) shall be effective insofar, but only insofar, as compensation for such damage or loss is actually recovered by the waiving party (net of costs of collection) under the policy notwithstanding the waivers set out in this paragraph. Upon completion Tenant shall cause the insurance policies required of Tenant by this Lease to be properly endorsed, if necessary, to prevent any loss of coverage because of the restoration, rebuilding or replacement of waivers set forth in this paragraph. If such propertyendorsements are not available, the unused proceeds shall constitute net cash proceeds of an Asset Sale and waivers set forth in this paragraph shall be applied as a mandatory prepayment of ineffective to the Advances pursuant extent that such waivers would cause required insurance with respect to SECTION 2.2(B)the Leased Property to be impaired.

Insurance and Condemnation Proceeds. The Borrower directs (and, ----------------------------------- if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than -------- ------- $250,000 250,000.00 ("EXCLUDED PROCEEDSExcluded Proceeds"), unless an Event of Default shall have has occurred and be ----------------- is continuing, the Lender shall will remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall must contain a long-form loss-loss- payable endorsement naming the Lender as loss payee, which endorsement shall must be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVEDecision Reserve") or hold them as ---------------- cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIODDecision Period"), the Borrower may --------------- notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION Section 5.2(G) or as the Decision Reserve shall must be applied as a -------------- mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). Proceeds held -------------- as cash collateral pursuant to this SECTION Section 5.2(G) or constituting the Decision -------------- Reserve shall must be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of Default occur -------- ------- after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall will be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). -------------- In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall will be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall will be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE Article III. Upon completion of the restoration, rebuilding or replacement of ----------- such property, the unused proceeds shall will constitute net cash proceeds of an Asset Sale and shall will be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B).. --------------

Insurance and Condemnation Proceeds. The Borrower directs (andhereby directs, if applicable, and shall cause its Subsidiaries each other Loan Party to direct) , all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAgent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 200,000 in the aggregate for all events during the prior 12-month period ("EXCLUDED INSURANCE PROCEEDS"), unless an Event of a Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Insurance Proceeds to the Borrower or Subsidiary, as applicablethe applicable Loan Party. Each such policy shall contain a long-form lender's loss-payable endorsement naming the Lender Agent as lender's loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAgent. The Lender Agent shall, upon receipt of such proceeds (other than Excluded Insurance Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances Revolving Credit Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing accountObligations. For up to 150 60 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender Agent that it the applicable Loan Party intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of If (i) a Default occur occurs at any time during the Decision Period, should (ii) the Borrower notify notifies the Lender Agent that it the applicable Loan Party has decided not to rebuild or replace such property during the Decision Period, or should (iii) the Borrower fail fails to notify the Lender Agent of the Borrower's or the applicable Loan Party's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be deemed to be Net Cash Proceeds of an Asset Sale and applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B2.5(B)(i)(a). Proceeds held as cash collateral pursuant to this SECTION 5.2(G6.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of a Default occur after the Borrower has notified the Lender Agent that it a Loan Party intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied Term Loans or Acquisition Loans as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE IIIabove. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall be deemed to constitute net cash proceeds Net Cash Proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances Term Loans and/or Acquisition Loans pursuant to SECTION 2.2(B2.5(B)(i)(a).

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, a) Borrowers covenant and agree that the following shall cause its Subsidiaries be paid directly to directLender (i) all insurers under policies awards of property damagedamages and all other compensation payable directly or indirectly by reason of a condemnation affecting any of the Properties, boiler (ii) all other claims and machinery and business interruption insurance and payors awards 22 for damages to, or decrease in value of, any of the Properties, (iii) all proceeds of any condemnation insurance policies payable by reason of a loss sustained to any of the Properties and (iv) all interest which may accrue on any of the foregoing (collectively, the "Property Proceeds"). Borrowers covenant and agree to notify Lender within five (5) Business Days of the occurrence of any event that may result in Property Proceeds. Lender may (at its discretion) apply all or any portion of the Property Proceeds that it receives to its expenses in settling, prosecuting and defending any claim or award relating related thereto and may apply the balance of the Property Proceeds to the property Liabilities in any order, and/or Lender may release all or any part of the Property Proceeds to Borrower upon any conditions Lender may reasonably impose. Lender may commence, appear in, defend and prosecute any action related to the Property Proceeds and may adjust, compromise, settle and collect all Property Proceeds. (b) At its sole option, Lender may permit Property Proceeds held by Lender to be used for repair or restoration but may condition such application upon reasonable conditions, including, without limitation: (i) that no Default exists (and no event has occurred that with the giving of notice or the passage of time (or both) would constitute a Default), (ii) the deposit with Lender of such additional funds which Lender reasonably determines are needed to pay all proceeds payable under such policies costs of the repair or with respect to such claim or award restoration, (iii) the establishment of an arrangement for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event lien releases and disbursement of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance funds reasonably acceptable to Lender, (iv) the Lender. The delivery to Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) plans and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral specifications for the Obligations in an interest bearing account. For up work, a contract for the work signed by a contractor reasonably acceptable to 150 days from Lender, a cost breakdown for the date work and a payment and performance bond for the work, all of any loss which shall be reasonably acceptable to Lender and (v) the "DECISION PERIOD"), the Borrower may notify the Lender that it intends delivery to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant evidence reasonably acceptable to this SECTION 5.2(GLender (A) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur that after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restorationwork the income from the Property affected will be sufficient to pay all expenses for such Property, rebuilding or replacement (B) that upon completion of the work, the size, capacity and total value of such propertyProperty will be at least as great as it was before the damage or condemnation occurred, (C) that there has been no material adverse change in the unused proceeds shall constitute net cash proceeds financial condition or credit of an Asset Sale Borrowers since the Effective Date and shall be applied as a mandatory prepayment (D) of the Advances pursuant to SECTION 2.2(B)satisfaction of any additional conditions that Lender may reasonably establish and that are customarily imposed by Lender. Borrowers acknowledge that the conditions described above are reasonable.

Insurance and Condemnation Proceeds. The Borrower hereby directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAgent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than $250,000 2,000,000 in the aggregate or $1,000,000 for any particular service center or other location ("EXCLUDED PROCEEDSExcluded Proceeds"), unless an Event of a Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Proceeds to the Borrower which the Borrower hereby covenants and agrees it shall use to restore, rebuild or Subsidiary, replace the property subject to any such insurance payment or condemnation award as applicablesoon as practicable after receipt thereof. Each such policy shall contain a long-form loss-payable endorsement naming the Lender Agent as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAgent. The Lender Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "DECISION RESERVEDecision Reserve") or hold them as cash collateral for the Obligations in an interest bearing accountSecured Obligations. For up to 150 days from the date of any loss (the "DECISION PERIODDecision Period"), the Borrower may notify the Lender Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(GSection 6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(GSection 6.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of a Default occur after the Borrower has notified the Lender Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the AdvancesTerm Loans, the Borrower shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and such Advances Loans shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE IIIArticle IV. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances Term Loans pursuant to SECTION 2.2(BSection 2.5(B).

Insurance and Condemnation Proceeds. The Each Borrower hereby ----------------------------------- directs (and, if applicable, shall cause its Restricted Subsidiaries (other than OHM and its Subsidiaries prior to the Merger Funding Date) to direct) all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors payers of any condemnation claim or award relating to the property Property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDAdministrative Agent, HOWEVER, in for the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event benefit of Default shall have occurred and be continuingthe Agents, the Lender shall remit such Excluded Proceeds Issuing Banks and the Lenders, and in no case to the any Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lenderone or more of their Restricted Subsidiaries. The Lender Administrative Agent shall, upon receipt of such proceeds hold such proceeds as Cash Collateral for the Obligations; provided, however, that any such proceeds (a) which are -------- ------- part of payments with respect to a particular claim under such policies which payments do not exceed $1,000,000 in the aggregate and (b) which do not exceed $2,500,000 when aggregated with all other than Excluded Proceeds) and at such proceeds received during the Borrower's directionthen current Fiscal Year by the Administrative Agent, either apply shall be transferred by the same Administrative Agent to the principal amount applicable Borrower so long as no Default or Event of Default has occurred and is continuing. To the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal extent proceeds are not transferred to such application (Borrower pursuant to the "DECISION RESERVE") or hold them as cash collateral proviso in the preceding sentence, for the Obligations in an interest bearing account. For up to 150 180 days from the date of any loss (the "DECISION PERIODDecision Period"), the such Borrower may notify the Lender Administrative Agent that it intends to restore, rebuild or replace the property Property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Administrative Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the such Borrower notify the Lender Administrative Agent that it has decided not to rebuild or replace such property Property during the Decision Period, or should the such Borrower fail to notify the Lender Administrative Agent of the such Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve Cash Collateral shall automatically be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSections 3.01(b)(i) and (v). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve Cash Collateral shall ------------------- --- be disbursed as construction payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an -------- ------- Event of Default occur after the such Borrower has notified the Lender Administrative Agent that it intends to rebuild or replace the propertyProperty, the Decision Reserve Cash Collateral may, at the Administrative Agent's discretion, or amounts held as cash collateral shall shall, upon the Requisite Lenders' direction, be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSections 3.01(b)(i) and (v). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or ------------------- --- replacement of such propertyProperty, the unused proceeds held as Cash Collateral shall constitute net cash proceeds of an Asset Sale Net Cash Proceeds and shall be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSections 3.01(b)(i) and (v).. ------------------- ---

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries each applicable Subsidiary to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance (if any) and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the Holders of the Secured Obligations; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award awards are less than $250,000 1,000,000 ("EXCLUDED PROCEEDSExcluded Proceeds"), unless an Event of a Default shall have occurred and be continuing, the Lender Administrative Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, (for distribution as applicableappropriate). Each such policy shall contain a long-form loss-payable endorsement naming the Lender Administrative Agent as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAdministrative Agent. The Lender Administrative Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "DECISION RESERVEDecision Reserve") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 ninety (90) days from the date of any loss (the "DECISION PERIODDecision Period"), the Borrower may notify the Lender Administrative Agent that it the Borrower or the applicable Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Administrative Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Administrative Agent that it the Borrower or the applicable Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Administrative Agent of the Borrower's or the applicable Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(P) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances Designated Prepayment pursuant to SECTION 2.2(BSection 2.4(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(GSection 7.2(P) or constituting the Decision Reserve shall be disbursed in accordance with the Borrower's directions promptly after receipt of such directions as payments for restoration, rebuilding or replacement of such property as such amounts become due; PROVIDEDprovided, HOWEVERhowever, should an Event of a Default occur after the Borrower has notified the Lender Administrative Agent that it the Borrower or the applicable Subsidiary intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances Designated Prepayment pursuant to SECTION 2.2(BSection 2.4(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to of the AdvancesTerm Loans, the Borrower shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and such Advances Loans shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Article V. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances Designated Prepayment pursuant to SECTION 2.2(BSection 2.4(B).

Insurance and Condemnation Proceeds. (i) Mortgagor shall at all times keep the Mortgaged Premises insured in accordance with Article I, Section 7 of this Mortgage. If all or any part of the Mortgaged Premises shall be damaged or destroyed, or if title to or the temporary use of the whole or any part of the Mortgaged Premises shall be taken or condemned by a competent authority for any public use or purpose, there shall be no abatement or reduction in the amounts payable by the Mortgagor hereunder or under the Loan Documents, and the Mortgagor shall continue to be obligated to make such payments. (ii) If the Mortgaged Premises or any part thereof is partially or totally damaged or destroyed by fire or any other cause, the Mortgagor shall give prompt written notice thereof to the Mortgagee. The Borrower Mortgagor hereby authorizes and directs (andany affected insurance company to make the payment of any and all such proceeds directly to the Mortgagee. The Mortgagee is hereby authorized and empowered by the Mortgagor to settle, if applicableadjust, shall cause its Subsidiaries to direct) all insurers under policies of property or compromise, in consultation with the Mortgagor, any claims for loss, damage, boiler and machinery and business interruption or destruction to the Mortgaged Premises. The Mortgagor shall pay all reasonable costs of collection of insurance and payors proceeds payable on account of such damage or destruction. (iii) Upon the occurrence of any damage or destruction to, or condemnation of, the Mortgaged Premises, the Mortgagee shall have a prior claim or award relating to all insurance proceeds and condemnation awards over the Mortgagor, and the Mortgagor shall not be entitled to any portion thereof except to the property extent specifically provided for herein. All rights to any insurance proceeds and any condemnation awards are hereby assigned by the Mortgagor to the Mortgagee to the extent of the Obligations under the Loan Agreement as remains unpaid, including without limitation, all principal, interest, fees, costs and expenses. Such insurance proceeds or condemnation awards shall be paid to the Mortgagee and applied, in the Mortgagee’s sole discretion, but subject to Article I, Section 20(vi) hereafter, either (a) to reduce the outstanding principal balance of the Loan Agreement and to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect accrued unpaid interest, fees, costs, and other expenses due and owing to the Collateral directly Mortgagee in accordance with the terms, conditions, and provisions of the Loan Agreement, or (b) to restore the damaged or condemned portion(s) of the Mortgaged Premises to a value, character, and condition substantially equivalent to that value, character, and condition prior to the Lender; PROVIDEDoccurrence of such loss or condemnation, HOWEVERall in accordance with the Mortgagee’s standard construction loan disbursement conditions and requirements. (iv) Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or taking by eminent domain of the Mortgaged Premises, or any portion thereof, the Mortgagor shall notify the Mortgagee in writing of the pendency of such proceedings. The Mortgagor may participate in any such proceedings and the Mortgagor shall from time to time deliver to the Mortgagee all instruments and other information or documentation requested by it to permit such participation. The Mortgagor shall, at the sole cost and expense of the Mortgagor, diligently prosecute any such proceeding and shall consult with the Mortgagee, its attorneys and experts and cooperate with it in any defense of any such proceedings. (v) In the event any insurance proceeds or condemnation awards are applied by the Mortgagee to reduce the outstanding principal balance of the Obligations under this Section 20, said payments shall be applied against the outstanding principal balance in the event that such proceeds inverse order of maturity. (vi) Notwithstanding anything herein to the contrary, if the Mortgaged Premises are damaged or award are less than $250,000 ("EXCLUDED PROCEEDS")partially destroyed by casualty, unless an or suffer a partial condemnation, and no Event of Default then exists, Mortgagee shall have occurred and be continuingmake the insurance, casualty or condemnation proceeds available to Mortgagor provided Mortgagor uses same solely to pay the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt expenses of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount repair or restoration as evidenced by receipt by Mortgagee of the Advances outstanding at the time of invoices from independent third party contractors effecting such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") repair or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B).

Insurance and Condemnation Proceeds. The (a) Amounts of Net Proceeds with respect to any casualty loss or as condemnation awards that do not exceed 10% of the Net Book Value of the Property of the Borrower directs received by the Borrower or Trustee (andtogether with a Certificate of the Borrower Representative that the amounts do not exceed such 10%), if applicablemay be used in such manner as the Borrower may determine, including, without limitation, applying such moneys to the payment or prepayment of any Indebtedness in accordance with the terms thereof (except for any subordinated Indebtedness). Any Improvements or Equipment acquired with such Net Proceeds shall cause its Subsidiaries be subject to directthe terms of this Loan Agreement. (b) all insurers under policies Amounts that exceed 10% of property damagethe Net Book Value of the Property of the Borrower received by the Trustee or the Borrower as Net Proceeds shall be deposited with the Trustee and applied at the option of the Borrower, boiler and machinery and as evidenced in a Certificate of the Borrower Representative delivered to the Trustee which certifies that the amounts exceed 10% of the Net Book Value of the Property of the Borrower, to repair or replace the Property to which such proceeds relate or to the payment or prepayment of Indebtedness in accordance with the terms thereof (except for subordinated Indebtedness). (c) Notwithstanding the foregoing, amounts received by the Trustee or the Borrower as Net Proceeds with respect to any business interruption insurance and payors policy may be used in such manner as the Borrower Representative may determine, including, without limitation, applying such moneys to the payment or prepayment of any condemnation claim or award relating to Indebtedness in accordance with the property to pay all proceeds payable under such policies or with respect to such claim or award terms thereof (except for any loss with respect to subordinated Indebtedness). (d) Notwithstanding the Collateral directly to the Lender; PROVIDEDabove, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceedsi) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied so long as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve Credit Facility is to be applied as a mandatory prepayment to the Advancesoutstanding, the Borrower shall be deemed to have requested Advances in an amount equal comply with the terms of the Reimbursement Agreement related to the Decision Reserve, use of Net Proceeds; and such Advances shall be made regardless (ii) during any Rate Period during which the Bank is the Holder of any failure all or a portion of the Series 2015 Bonds, the Borrower to meet shall comply with the conditions precedent set forth in ARTICLE III. Upon completion terms of the restoration, rebuilding or replacement of such propertyContinuing Covenant Agreement, the unused proceeds shall constitute net cash proceeds Deed of an Asset Sale Trust and shall be applied as a mandatory prepayment the Security Agreement relating to the use of the Advances pursuant to SECTION 2.2(B)Net Proceeds, if any.

Insurance and Condemnation Proceeds. The Borrower directs (anda. Notwithstanding the provisions of this paragraph 5, if applicable, shall cause its Subsidiaries to direct) all insurers under policies Beneficiary and Trustor acknowledge that the provisions of property damage, boiler this paragraph 5 are subject and machinery and business interruption insurance and payors of any condemnation claim or award relating subordinate to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss terms of the Lease, the Rent Purchase Agreement and the Participation Agreement with respect to the Collateral directly to the Lenderreceipt and application of insurance and condemnation proceeds; PROVIDED, HOWEVER, and in the event that such of any inconsistency between the terms of this paragraph 5 and the Lease, the Rent Purchase Agreement and the Participation Agreement the terms of the Lease, the Rent Purchase Agreement and Participation Agreement shall control, including without limitation, the terms regarding the application of insurance proceeds to the restoration, replacement and rebuilding of the Mortgaged Property. b. So long as no Event of Default hereunder has occurred and is continuing and so long as the Lease has not expired or award are less than $250,000 ("EXCLUDED PROCEEDS")terminated, unless all awards of damages and all other compensation payable directly or indirectly by reason of a condemnation for public or private use affecting any interest in any of the Mortgaged Property and all proceeds of any insurance policies payable by reason of loss of or damage to any part of the Mortgaged Property shall be governed by the terms of the Lease, the Rent Purchase Agreement and Participation Agreement. Upon an Event of Default hereunder (which is continuing beyond any applicable notice and cure periods) or upon the expiration or earlier termination of the Lease, all awards of damages and all other compensation payable directly or indirectly by reason of a condemnation for public or private use affecting any interest in any of the Mortgaged Property and all proceeds of any insurance policies payable by reason of loss of or damage to any part of the Mortgaged Property shall have be governed by the terms hereof and paid to Beneficiary for distribution in accordance with the terms and conditions set forth in the Lease, the Rent Purchase Agreement and Participation Agreement and Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided hereunder; and Beneficiary may deduct and retain from the proceeds of any insurance the amount of all expenses incurred by Beneficiary in connection with any settlement or adjustment. c. So long as no Event of Default hereunder has occurred and is continuing and so long as the Lease has not expired or terminated, in case of any damage to the Mortgaged Property or any part thereof, application of all or any insurance proceeds on account of any such damage and restoration of the Mortgaged Property shall be continuinggoverned by the terms of the Lease, the Lender shall remit such Excluded Proceeds to Rent Purchase Agreement and the Borrower or Subsidiary, as applicableParticipation Agreement. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should If an Event of Default occur has occurred (which is continuing beyond any applicable notice and cure periods), Beneficiary, at Beneficiary's election, may either (1) restore the Mortgaged Property to its condition prior to the damage or destruction, or such other condition as Beneficiary shall elect in its reasonable discretion, or (2) not restore the Mortgaged Property, but perform, or cause to be performed, at Beneficiary's cost and expense (subject to reimbursement from such insurance proceeds or as otherwise provided in the other Operative Documents), any work or service required by any and all statutes, codes, laws, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all federal, state, county, municipal and other governments, departments, commissions, boards, courts, authorities, officials and officers, and any covenants, conditions and restrictions and other matters of record, which now or at any time during hereafter are applicable to and enforceable against the Decision Period, should Mortgaged Property for the Borrower notify the Lender that it has decided not to rebuild reasonable protection and safety of persons or replace such property during the Decision Periodproperty, or should for the Borrower fail abatement of any nuisance, created by or arising from the casualty or the damage or destruction caused thereby and apply any remaining insurance proceeds to notify the Lender Secured Obligations; all insurance proceeds on account of any damage to the Mortgaged Property shall be payable to, and deposited with, Beneficiary and, to the extent not applied by Beneficiary to the Mortgage Property as provided above, shall be distributed pursuant to the Rent Purchase Agreement and Participation Agreement and any unapplied, undisbursed insurance proceeds remaining with Beneficiary shall inure to the benefit of and pass to the owner or purchaser of the BorrowerMortgaged Property or any part of it at any foreclosure or trustee's decision during sale (or, in the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment case of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) personal property alone, at any public or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(Bprivate sale).

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating Despite anything contained in the Master Lease to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDcontrary, HOWEVERas between Sublandlord and Subtenant only, in the event that such of damage to or condemnation of the Subleased Premises, (i) all insurance proceeds received by or award are less than $250,000 available to Sublandord pursuant to its insurance policies covering the Subleased Premises ("EXCLUDED PROCEEDS"or initially received by or available to Master Landlord pursuant to its insurance policies covering the Subleased Premises and thereafter delivered to Sublandlord for reimbursement of the damage to the Subleased Premises repaired by Sublandlord), unless an Event and (ii) all condemnation awards received by Sublandlord under the Master Lease will be deemed to be the property of Default Sublandlord. Notwithstanding the receipt or availability of insurance proceeds and/or condemnation awards, Sublandlord shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not no obligation to rebuild or replace such property restore the Subleased Premises or any portion thereof affected by damage, destruction, or condemnation. Subtenant shall maintain during the Decision Period, or should term hereof liability and property damage insurance in such amounts and coverages and in such form as are required of Sublandlord under the Borrower fail to notify the Lender terms of the Borrower's decision during Master Lease, but only for the Decision PeriodSubleased Premises. All such insurance shall specifically name Master Lessor and Sublandlord (together with any other party or parties as required under the terms of the Master Lease) as parties insured thereunder. Such insurance shall not be subject to cancellation, then termination or change with respect to Master Lessor, Sublandlord or such other parties without thirty (30) days’ prior written notice. A duplicate original of the amounts held as cash collateral pursuant to this SECTION 5.2(G) policy or as the Decision Reserve a certificate of such insurance shall be applied as a mandatory prepayment delivered to each of Master Lessor and Sublandlord prior to the commencement of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B).Sublease

Insurance and Condemnation Proceeds. The Borrower directs (anda) Subject to Landlord's rights under this Paragraph 5, if applicableand so long as no Event of Default shall have occurred and be continuing, Tenant shall cause its Subsidiaries be entitled to direct) use all insurers under policies of property damage, boiler and machinery and business interruption casualty insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. All insurance and condemnation proceeds received with respect to the Lender; PROVIDEDLeased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and then applied as follows: (i) First, HOWEVER, in the event that such proceeds or award are less than $250,000 shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "EXCLUDED REMAINING PROCEEDS"), unless shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments, as provided in subparagraph c, after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. (b) Any Remaining Proceeds held by Landlord as Escrowed Proceeds shall be deposited by Landlord in an interest bearing account as provided in the definition of Escrowed Proceeds and shall be paid to Tenant as the applicable repair, restoration or replacement progresses and upon compliance by Tenant with such terms, conditions and requirements as may be reasonably imposed by Landlord, but in no event shall Landlord be required to pay any Escrowed Proceeds to Tenant in excess of the actual cost to Tenant of the applicable repair, restoration or replacement, as evidenced by invoices or other documentation reasonably satisfactory to Landlord, it being understood that Landlord may retain any such excess as a Qualified Payment. In any event, Tenant will not be entitled to any abatement or reduction of the Base Rent or any other amount due hereunder except to the extent that such excess Remaining Proceeds result in Qualified Payments which reduce Stipulated Loss Value (and thus payments computed on the basis of Stipulated Loss Value) as provided in the definitions set out above. Further, notwithstanding the inadequacy of the Remaining Proceeds held by Landlord as Escrowed Proceeds, if any, or anything herein to the contrary, Tenant must, after any taking of less than all or substantially all of the Leased Property by condemnation and after any damage to the Leased Property by fire or other casualty, either: (1) promptly restore or improve the Leased Property or the remainder thereof to a value no less than sixty percent (60%) of Stipulated Loss Value (computed after the application of any Remaining Proceeds as a Qualified Payment) and to a reasonably safe and sightly condition; or (2) promptly restore the Leased Property to a reasonably safe and sightly condition and pay to Landlord for application as a Qualified Payment the amount (if any), as determined by Landlord, needed to reduce Stipulated Loss Value (computed after the application of such amount and any available Remaining Proceeds as Qualified Payments) to no more than one hundred sixty-six percent (166%) of the then-current market value of the Leased Property or remainder thereof. Any taking of so much of the Leased Property as, in Landlord's reasonable judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding sentence shall be considered a taking of substantially all the Leased Property for purposes of this Paragraph 5. (c) Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, the Lender Landlord shall remit such Excluded Proceeds be entitled to receive and collect all insurance or condemnation proceeds payable with respect to the Borrower Leased Property, and: (i) Landlord shall apply the Remaining Proceeds received by Landlord as a Qualified Payment (or Subsidiaryas reimbursement for Breakage Costs incurred in connection with such Qualified Payment) within ten (10) Business Days after Landlord receives a written notice from Tenant unconditionally directing Landlord to so apply the same; and (ii) in the absence of such a notice from Tenant to Landlord, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement Landlord shall be in form entitled to either, at the discretion of Landlord, (A) hold all Remaining Proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and substance reasonably acceptable reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds as Qualified Payments when and to the Lenderextent deemed appropriate by Landlord. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an When no Event of Default occur at shall have occurred and be continuing, Landlord shall apply any time during the Decision Period, should the Borrower notify the Lender that Remaining Proceeds paid to it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the other amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is which are to be applied as a mandatory prepayment Qualified Payment (or as reimbursement for Breakage Costs incurred in connection with a Qualified Payment) within three (3) Business Days after Landlord receives a written notice from Tenant unconditionally directing Landlord to so apply the same. In any event, Landlord may deduct Breakage Costs incurred in connection with a Qualified Payment from the Remaining Proceeds or other amounts available to Landlord for application as the Qualified Payment, and Tenant will reimburse Landlord upon request for any such Breakage Costs that Landlord incurs but does not so deduct. If Remaining Proceeds held by Landlord exceed Stipulated Loss Value and any Rent payable by Tenant, Tenant may get the excess by terminating this Lease in accordance with Paragraph 3 and purchasing any remaining interest of Landlord in the Leased Property and the Escrowed Proceeds, pursuant to the AdvancesPurchase Agreement. (d) In the event of any taking of all or substantially all of the Leased Property, the Borrower Landlord shall be deemed entitled to have requested Advances in apply all Remaining Proceeds as a Qualified Payment, notwithstanding the foregoing. In addition, if Stipulated Loss Value immediately prior to any taking of all or substantially all of the Leased Property by condemnation exceeds the sum of the Remaining Proceeds resulting from such condemnation, then Landlord shall be entitled to recover the excess from Tenant upon demand as an amount equal additional Qualified Payment, whereupon this Lease shall terminate. (e) Nothing herein contained shall be construed to prevent Tenant from obtaining a separate award from any condemning authority for a taking of Tenant's personal property or Trade Fixtures, for moving expenses, for severance damages to other real property owned by Tenant adjacent to the Decision ReserveLand or for business interruption, provided, such award is not combined with and does not reduce the award for any taking of the Leased Property, including Tenant's interest therein. (f) Without limiting Landlord's obligations under the other provisions of this Paragraph 5 or Tenant's obligations to make repairs under other provisions of this Lease, Landlord and Tenant each waive any right of recovery against the other, and such Advances shall be made regardless of the other's agents, officers or employees, for any failure of damage to the Borrower Leased Property or to meet the conditions precedent personal property situated from time to time in or on the Leased Property resulting from fire or other casualty covered by a valid and collectible insurance policy; provided, however, that the waiver set forth in ARTICLE IIIthis subparagraph f shall be effective insofar, but only insofar, as compensation for such damage or loss is actually recovered by the waiving party (net of costs of collection) under the policy notwithstanding the waivers set out in this paragraph. Upon completion Tenant shall cause the insurance policies required of Tenant by this Lease to be properly endorsed, if necessary, to prevent any loss of coverage because of the restoration, rebuilding or replacement of waivers set forth in this paragraph. If such propertyendorsements are not available, the unused proceeds shall constitute net cash proceeds of an Asset Sale and waivers set forth in this paragraph shall be applied as a mandatory prepayment of ineffective to the Advances pursuant extent that such waivers would cause required insurance with respect to SECTION 2.2(B)the Leased Property to be impaired.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers Should a loss occur under policies any policy of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Periodrequired hereunder, or should the Borrower fail to notify the Lender all or any portion of the Borrower's decision during Property be taken or damaged by reason of any public improvement or condemnation proceeding, subject to the Decision Periodprovisions hereof, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve Beneficiary shall be applied entitled to all insurance proceeds, compensation, awards, and other payments or relief therefor (all hereinafter referred to as a mandatory prepayment “proceeds”) and is hereby assigned. Whether or not the security for the loan secured by this Deed of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve Trust has been impaired, Beneficiary and Grantor shall be disbursed as payments for restorationentitled to participate in any action or proceedings in connection with such loss, rebuilding taking or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)damage. In the event of such insurance loss or that only a portion of the Decision Reserve Property is to be applied as a mandatory prepayment taken or damaged by reason of any public improvement or condemnation proceeding, and the damage to the AdvancesProperty, and in the judgment of Lender, the Borrower Property can be economically restored, Beneficiary, after deducting from said proceeds received all its expenses, including reasonable attorneys’ fees actually incurred, shall release to Grantor, as restoration progresses, so much of said amount as equals the costs of restoration effected by Grantor, subject to certain conditions, including the requirement that Beneficiary escrow with Lender any anticipated cost of such restoration over the insurance proceeds, including the right of Beneficiary to withhold up to ten percent (10%) of said amount until completion and the provision of a final lien waiver from Grantor’s general contractor. Any amount required to complete such restoration in excess of such proceeds shall either be deemed paid by Grantor or deposited into escrow with Lender before such proceeds are used. Grantor agrees to have requested Advances in an amount equal to the Decision Reserve, and execute such Advances shall be made regardless further assignments of any failure such proceeds and rights of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding action as Beneficiary or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)Trustee may require.

Insurance and Condemnation Proceeds. The US Borrower directs (andRepresentative shall promptly notify the Administrative Agent, if applicablethe UK Agent and the Applicable Security Agent and the Applicable Lenders of any loss, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler or destruction to Collateral having net book value in excess of the Dollar Equivalent of $500,000, whether or not covered by insurance. The Applicable Security Agent is hereby authorized to collect all insurance and machinery condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral (other than Fixed Assets) and business interruption insurance and payors of any condemnation claim insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Applicable Security Agent in the collection or award relating handling thereof, the Applicable Security Agent shall apply such proceeds, ratably, to the property to pay all proceeds payable under such policies reduction of the outstanding Obligations, but not the US Commitments or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDED, HOWEVERUK Commitments, in the event that such order provided for in Section 3.7. (ii) With respect to casualty insurance and condemnation proceeds or award are less than $250,000 relating to Collateral ("EXCLUDED PROCEEDS"including Fixed Assets), unless an the Applicable Security Agent shall permit or require the Applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default shall have has occurred and is continuing and (2) the Applicable Borrowers first (i) provide the Applicable Security Agent and the Lenders with plans and specifications for any such replacement, repair or restoration of Fixed Assets which shall be continuingreasonably satisfactory to the Applicable Security Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Applicable Security Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Lender Applicable Security Agent shall remit apply such Excluded Proceeds insurance and condemnation proceeds, ratably, to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt reduction of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments order provided for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)Section 3.7.

Insurance and Condemnation Proceeds. The Each Borrower hereby directs (and, if applicable, shall cause its Restricted Subsidiaries to direct) all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors payers of any condemnation claim or award relating to the property Property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDAdministrative Agent, HOWEVER, in for the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event benefit of Default shall have occurred and be continuingthe Agents, the Lender shall remit such Excluded Proceeds Issuing Banks and the Lenders, and in no case to the any Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lenderone or more of their Restricted Subsidiaries. The Lender Administrative Agent shall, upon receipt of such proceeds hold such proceeds as Cash Collateral for the Obligations; provided, however, that any such proceeds (a) which are part of payments with respect to a particular claim under such policies which payments do not exceed $1,000,000 in the aggregate and (b) which do not exceed $2,500,000 when aggregated with all other than Excluded Proceeds) and at such proceeds received during the Borrower's directionthen current Fiscal Year by the Administrative Agent, either apply shall be transferred by the same Administrative Agent to the principal amount applicable Borrower so long as no Default or Event of Default has occurred and is continuing. To the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal extent proceeds are not transferred to such application (Borrower pursuant to the "DECISION RESERVE") or hold them as cash collateral proviso in the preceding sentence, for the Obligations in an interest bearing account. For up to 150 180 days from the date of any loss (the "DECISION PERIOD"“Decision Period”), the such Borrower may notify the Lender Administrative Agent that it intends to restore, rebuild or replace the property Property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Administrative Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the such Borrower notify the Lender Administrative Agent that it has decided not to rebuild or replace such property Property during the Decision Period, or should the such Borrower fail to notify the Lender Administrative Agent of the such Borrower's ’s decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve Cash Collateral shall automatically be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSection 3.1(b)(i) and Section 3.1(b)(iv). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve Cash Collateral shall be disbursed as construction payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of Default occur after the such Borrower has notified the Lender Administrative Agent that it intends to rebuild or replace the propertyProperty, the Decision Reserve Cash Collateral may, at the Administrative Agent’s discretion, or amounts held as cash collateral shall shall, upon the Requisite Lenders’ direction, be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSection 3.1(b)(i) and Section 3.1(b)(iv). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such propertyProperty, the unused proceeds held as Cash Collateral shall constitute net cash proceeds of an Asset Sale Net Cash Proceeds and shall be applied as a mandatory prepayment of the Advances Loans pursuant to SECTION 2.2(BSection 3.1(b)(i) and Section 3.1(b)(iv).

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDprovided, HOWEVERhowever, in the event that such proceeds or award are less than $250,000 250,000.00 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION Section 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). Proceeds held as cash collateral pursuant to this SECTION Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDEDprovided, HOWEVERhowever, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION Section 2.2(B).

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, a) Trustor shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors notify Beneficiary in writing immediately upon the occurrence of any loss or damage by fire or other casualty to the Property or upon commencement of any proceedings for condemnation claim of any portion of the Property. Beneficiary shall be entitled to (i) participate in any such condemnation proceedings (and Beneficiary may be represented by counsel selected by Beneficiary and Trustor shall pay all fees and costs relating thereto) and Trustor from time to time will deliver to Beneficiary all instruments reasonably necessary to permit such participation, and (ii) settle and adjust all insurance claims relative to any such damage or award destruction, deducting from any insurance proceeds the amount of all expenses incurred by Beneficiary in connection with any such settlement or adjustment. All proceeds paid to Trustor under any insurance policies or condemnation proceedings relating to the property Property shall immediately be delivered to pay all Beneficiary. All insurance proceeds payable under such policies or with respect to such claim or award for and condemnation awards are hereby collaterally assigned to, and shall be directly paid to, Beneficiary. (b) The proceeds of any loss with respect insurance policy and/or any condemnation awards received by Beneficiary shall, at the option of Beneficiary, either be applied to the Collateral directly prepayment of the Indebtedness or satisfaction of any Obligation or be paid over to Trustor for restoration of the Lender; PROVIDED, HOWEVER, in the event that Improvements. If Beneficiary elects to make such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS")awards available for repair or reconstruction, unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender Beneficiary shall, upon receipt of such proceeds (other than Excluded Proceeds) and at through a disbursement procedure established by Beneficiary, make available to Trustor the Borrower's direction, either apply the same to the principal net amount of all insurance proceeds or condemnation awards received by Beneficiary after deduction of Beneficiary’s reasonable costs and expenses, if any, in collection of the Advances outstanding at same. (c) Trustor hereby unconditionally and irrevocably waives all rights of a property owner under Section 1265.225(a) of the time California Code of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") Civil Procedure or hold them as cash collateral any successor statute providing for the Obligations in an interest bearing account. For up to 150 days from the date allocation of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the condemnation proceeds between a property subject to any insurance payment or condemnation award owner and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)lien holder.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim Notwithstanding anything contained in Section 1.3 or award relating Section 1.6 or this Instrument to the property to pay all proceeds payable contrary, and so long as there is then no Event of Default existing and continuing under such policies or with respect to such claim or award for any loss with respect this Instrument, and further subject to the Collateral directly other terms and conditions of this Instrument, Mortgagee agrees that net insurance proceeds or condemnation awards will be made available to Mortgagor for restoration of the Secured Property provided that: (a) Within ninety (90) days of a casualty or condemnation, Mortgagor shall notify Mortgagee of Mortgagor’s intention to use the proceeds to repair or restore the Secured Property to as nearly as practicable their condition immediately prior to the Lendercasualty or condemnation to the extent permitted under the Franchise Agreement; PROVIDEDand (b) Mortgagee shall have determined, HOWEVERin its reasonable judgment, that the repair and restoration can be completed within twelve (12) months and that sufficient funds (including the proceeds) are available or committed on terms satisfactory to Mortgagee to complete and pay for the restoration and repair of the Secured Property in accordance with all then applicable building code requirements and such funds (including the proceeds) shall be delivered to and held by Mortgagee during the course of such repair and restoration for administration in accordance with the provisions of this paragraph; and (c) Mortgagor shall have deposited with Mortgagee an amount determined by Mortgagee, in its sole but reasonable discretion, to be sufficient to cover any short-fall between the amount of insurance proceeds or condemnation awards actually received and the actual cost of the repair and restoration of the Secured Property; and (d) Such proceeds or awards are used solely for the restoration of the Secured Property; and (e) If Mortgagee requests to escrow such proceeds or awards, such funds will be disbursed by Mortgagee to Mortgagor subject to construction loan disbursement procedures satisfactory to Mortgagee; and (f) Such casualty loss or condemnation does not occur during the last twelve (12) months of the term of the Note; and (g) There has been no material adverse change, in Mortgagee’s’ reasonable judgment, in the event that such proceeds financial condition of Mortgagor since the date hereof; and (h) Mortgagor shall furnish to Mortgagee plans and specifications for the repair or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless an Event of Default shall have occurred and be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount restoration of the Advances outstanding at Secured Property reasonably satisfactory to Mortgagee; and (i) If the time of such receipt and create a corresponding reserve against cost to repair or restore the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision PeriodSecured Property exceeds $100,000.00, then the amounts held as cash collateral pursuant general contractor selected by Mortgagor to this SECTION 5.2(Gperform the work of repairing or restoring the Secured Property (the “Contractor”) or as the Decision Reserve shall be applied as a mandatory prepayment of approved by Mortgagee in its reasonable discretion and the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting contract between Mortgagor and the Decision Reserve Contractor, the Contractor’s financial statements and an estimated progress schedule shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reservesubmitted to, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth approved by Mortgagee in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)its reasonable discretion.

Insurance and Condemnation Proceeds. The (a) Borrower directs covenants and agrees that Borrower shall pay or cause to be paid to Lender the following: (andi) all awards of damages and all other compensation payable directly or indirectly by reason of a condemnation affecting the Property, if applicable(ii) all other claims and awards for damages to, or decrease in value of, the Property, (iii) all proceeds of any insurance policies payable by reason of a loss sustained to the Property and (iv) all interest which may accrue on any of the foregoing (collectively, the “Property Proceeds”). Borrower agrees to execute and deliver from time to time such further instruments as may be reasonably requested by Lender to confirm the foregoing assignment to Lender of the Property Proceeds. Lender is hereby irrevocably constituted and appointed the attorney-in-fact of Borrower (which power of attorney shall be irrevocable so long as any indebtedness secured hereby is outstanding, shall cause its Subsidiaries be deemed coupled with an interest, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by any disability or incapacity suffered by Borrower subsequent to directthe date hereof), with full power of substitution, subject to the terms of this Article IX, to collect and receive any such awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in any proceedings therefor and to give receipts therefore. Borrower covenants and agrees to notify Lender within five (5) all insurers under policies Business Days of property damage, boiler and machinery and business interruption insurance and payors the occurrence of any condemnation event that may result in Property Proceeds. Subject to applicable Law, Lender may (at its discretion) apply all or any portion of the Property Proceeds that it receives to its reasonable expenses in settling, prosecuting and defending any claim or award relating related thereto and may apply the balance of the Property Proceeds to the property Secured Obligations in any order, and/or Lender may release all or any part of the Property Proceeds to pay all proceeds payable under such policies or with respect to such claim or award for Borrower upon any loss with respect conditions Lender may reasonably impose. Lender may commence, appear in, defend and prosecute any action related to the Collateral directly Property Proceeds and may adjust, compromise, settle and collect all Property Proceeds, provided that, prior to the Lender; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 ("EXCLUDED PROCEEDS"), unless occurrence of an Event of Default Default, any adjustment, compromise and settlement shall have occurred and only be continuing, the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the with Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)’s reasonable consent.

Insurance and Condemnation Proceeds. The Borrower directs (andhereby directs, if applicable, and shall cause its Subsidiaries to direct) , all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderAgent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $250,000 150,000 in the aggregate for all events during the prior 12-month period ("EXCLUDED INSURANCE PROCEEDS"), unless an Event of a Default shall have occurred and be continuing, the Lender Agent shall remit such Excluded Insurance Proceeds to the Borrower or the applicable Specified Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender Agent as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderAgent. The Lender Agent shall, upon receipt of such proceeds (other than Excluded Insurance Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing accountObligations. For up to 150 60 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender Agent that it the applicable Specified Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Agent that it the applicable Specified Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Agent of the Borrower's or the applicable Specified Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances Term Loans and Acquisition Loans pursuant to SECTION 2.2(B2.5(B)(i)(e), prior to the Conversion Date to the unpaid installments of the Borrower's Term Loans in inverse order of maturity and after the Conversion Date, ratably to the unpaid installments of the Term Loans and Acquisition Loans in the inverse order of maturity. Proceeds held as cash collateral pursuant to this SECTION 5.2(G6.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of a Default occur after the Borrower has notified the Lender Agent that it its Specified Subsidiary intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied Term Loans or Acquisition Loans as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE IIIabove. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances Term Loans and Acquisition Loans pursuant to SECTION 2.2(B2.5(B).

Insurance and Condemnation Proceeds. (a) The Borrower directs (andIssuer shall maintain, if applicable, and shall cause each of its Subsidiaries to direct) all maintain, with financially sound reputable insurers having a rating of at least A+ or better by Best Rating Guide, insurance against loss or damage by fire with extended coverage; theft, burglary, pilferage and loss in transit; public liability and third party property damage; larceny, embezzlement or other criminal liability; business interruption; public liability and third party property damage; and such other hazards or of such other types as is customary for persons engaged in the same or similar business, as the Issuer, in its discretion, or acting at the direction of the Holders, shall specify, in amount, and under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating acceptable to the property Holders. Without limiting the foregoing, the Issuer shall also maintain, and shall cause each of its Subsidiaries to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender; PROVIDEDmaintain, HOWEVERflood insurance, in the event of a designation of the area in which any Collateral covered by the Mortgages is located as "flood-prone" or a "flood risk area" as defined by the Capital Flood Disaster Protection Act of 1973, in an amount to be reasonably determined by the Issuer approximating the value of the Collateral so insured, and shall comply with the additional requirements of the National Flood Insurance Program as set forth in said Act. The Issuer shall also maintain flood insurance for its inventory and equipment which is, at any time, located in such an area. (b) The Issuer shall cause the Trustee, for the ratable benefit of the Holders, to be named as secured party or mortgagee and loss payee as its interest shall appear and additional insured. Each policy of insurance shall contain a clause or endorsement requiring the insured to give not less than ten (10) days prior written notice to the Trustee in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Trustee shall not be impaired or invalidated by any act or neglect of the Issuer or any of its Subsidiaries or the owner of any real estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Issuer when due, and certificates of insurance and photo copies of the policy shall be delivered to the Trustee, in each case in sufficient quantity for distribution by the Trustee to each of the Holders. If the Issuer fails to procure such insurance or to pay the premiums therefore when due, the Trustee may procure such insurance and shall be fully indemnified and held harmless for such expenditure as provided herein. (c) The Issuer shall promptly notify the Trustee of any loss, damage or destruction to the Collateral with value exceeding $500,000, whether or not covered by insurance. Subject to and in accordance with the provisions of this Indenture and the Collateral Documents (including, but not limited to, the Intercreditor Agreement), the Trustee shall be authorized to collect all insurance and condemnation proceeds in respect of the Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than equipment and real property, after deducting from such proceeds the reasonable expenses, if any, incurred by the Trustee in collection or award are less than $250,000 handling thereof, the Trustee shall apply such proceeds ratably to the reduction of the Obligations owed pursuant to the Notes and this Indenture. ("EXCLUDED PROCEEDS")ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of equipment and real property, unless an the Trustee shall permit or require the Issuer to use such proceeds, or any part thereof, to replace, repair, restore, rebuild equipment and real property in a diligent and expeditious manner with materials and workmanship with substantially the same quality that existed before the loss, damage or destruction; so long as (A) no Default or Event of Default shall have has occurred and be is continuing, (B) the Lender aggregate proceeds do not exceed $1 million and (C) the Issuer first (1) provides the Trustee and the Holders with plans and specifications for any such repair or restoration which shall remit such Excluded Proceeds be reasonably satisfactory to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming Trustee and the Lender as loss payee, which endorsement shall be in form Holders and substance reasonably acceptable (2) demonstrates to the Lenderreasonable satisfaction of the Trustee and the Holders that the funds available to it will be sufficient to complete such project in the manner provided therein. The Lender shallIn all other circumstances, upon receipt of the Trustee shall apply such insurance and condemnation proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount reduction of the Advances outstanding at Obligations owed to the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral Holders pursuant to the Notes and this SECTION 5.2(G) or as the Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B)Indenture.

Insurance and Condemnation Proceeds. The Borrower directs (anda) Subject to Landlord's rights under this Paragraph 4, if applicableand so long as no Event of Default shall have occurred and be continuing, Tenant shall cause its Subsidiaries be entitled to direct) use all insurers under policies of property damage, boiler and machinery and business interruption casualty insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 8.(s), all insurance and condemnation proceeds received with respect to the Lender; PROVIDEDLeased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, HOWEVER, in the event that such proceeds or award are less than $250,000 shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "EXCLUDED PROCEEDSRemaining Proceeds"), unless shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, the Lender then Landlord shall remit such Excluded Proceeds be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Borrower Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or Subsidiaryreplacing the Leased Property when Tenant has completed such repair, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payeerestoration or replacement, which endorsement shall be in form and substance reasonably acceptable to the Lender. The Lender shall, upon receipt of or (B) apply such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount net of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment deductions described in an amount equal to such application clause (the "DECISION RESERVE"i) or hold them above) as cash collateral for the Obligations Qualified Payments. (b) Any Remaining Proceeds held by Landlord as Escrowed Proceeds shall be deposited by Landlord in an interest bearing accountaccount as provided in the definition of Escrowed Proceeds and shall be paid to Tenant upon completion of the applicable repair, restoration or replacement and upon compliance by Tenant with such terms, conditions and requirements as may be reasonably imposed by Landlord, but in no event shall Landlord be required to pay any Escrowed Proceeds to Tenant in excess of the actual cost to Tenant of the applicable repair, restoration or replacement, it being understood that Landlord may retain any such excess as a Qualified Payment. For up In any event, Tenant will not be entitled to 150 days from any abatement or reduction of the date Base Rent or any other amount due hereunder except to the extent that such excess Remaining Proceeds result in Qualified Payments which reduce Stipulated Loss Value (and thus payments computed on the basis of Stipulated Loss Value) as provided in the definitions set out above. Further, notwithstanding the inadequacy of the Remaining Proceeds held by Landlord as Escrowed Proceeds, if any, or anything herein to the contrary, Tenant must, after any taking of less than all or substantially all of the Leased Property by condemnation and after any damage to the Leased Property by fire or other casualty, restore or improve the Leased Property or the remainder thereof to a value no less than Stipulated Loss Value (computed after the application of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends Remaining Proceeds as a Qualified Payment) and to restore, rebuild or replace the property subject to any insurance payment or condemnation award a safe and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimatessightly condition. Should an Event Any taking of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender so much of the BorrowerLeased Property as, in Landlord's decision during reasonable judgment, makes it impracticable to restore or improve the Decision Period, then remainder thereof as required by the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as the Decision Reserve preceding sentence shall be applied as considered a mandatory prepayment taking of substantially all the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to Leased Property for purposes of this SECTION 5.2(GParagraph 4. (c) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event of any taking of all or substantially all of the Decision Reserve is Leased Property, Landlord shall be entitled to be applied apply all Remaining Proceeds as a mandatory prepayment Qualified Payment, notwithstanding the foregoing. In addition, if Stipulated Loss Value immediately prior to any taking of all or substantially all of the Leased Property by condemnation exceeds the sum of the Remaining Proceeds resulting from such condemnation, then Landlord shall be entitled to recover the excess from Tenant upon demand as an additional Qualified Payment, whereupon this Lease shall terminate. (d) Nothing herein contained shall be construed to prevent Tenant from obtaining and applying as it deems appropriate any separate award from any condemning authority or from any insurer for a taking of or damage to Tenant's personal property not included in the Leased Property or for moving expenses or business interruption, provided, such award is not combined with and does not reduce the award for any taking of the Leased Property, including Tenant's interest therein. Further, notwithstanding anything to the Advancescontrary herein contained, if Remaining Proceeds held by Landlord during the Borrower term of this Lease shall exceed Stipulated Loss Value and any Rent payable by Tenant, then Tenant may get the excess by terminating this Lease in accordance with Paragraph 2 and purchasing such excess (which will then be deemed to have requested Advances held by Landlord as Escrowed Proceeds), together with any remaining interest of Landlord in an amount equal the Leased Property, pursuant to the Decision ReservePurchase Agreement. (e) Landlord and Tenant each waive any right of recovery against the other, and such Advances shall be made regardless of the other's agents, officers or employees, for any failure of damage to the Borrower Leased Property or to meet the conditions precedent personal property situated from time to time in or on the Leased Property resulting from fire or other casualty covered by a valid and collectible insurance policy; provided, however, that the waiver set forth in ARTICLE IIIthis subparagraph 4.(e) shall be effective insofar, but only insofar, as compensation for such damage or loss is actually recovered by the waiving party (net of costs of collection) under the policy notwithstanding the waivers set out in this paragraph. Upon completion Tenant shall cause the insurance policies required of Tenant by this Lease to be properly endorsed, if necessary, to prevent any loss of coverage because of the restoration, rebuilding or replacement of waivers set forth in this paragraph. If such propertyendorsements are not available, the unused proceeds shall constitute net cash proceeds of an Asset Sale and waivers set forth in this paragraph shall be applied as a mandatory prepayment of ineffective to the Advances pursuant extent that such waivers would cause required insurance with respect to SECTION 2.2(B)the Leased Property to be impaired.

Insurance and Condemnation Proceeds. The Borrower directs (and, if applicable, and shall cause its Subsidiaries to direct) direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the LenderCollateral Agent, for the benefit of the Collateral Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or award are awards aggregate less than $250,000 2,000,000 for all claims or awards subsequent to the Closing Date ("EXCLUDED PROCEEDS"), unless an Event of a Default shall have occurred and be continuing, the Lender Collateral Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be in form and substance reasonably acceptable to the LenderBorrower. The Lender shall, upon receipt of Collateral Agent shall hold such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "DECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing accountObligations. For up to 150 180 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender Collateral Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender Collateral Agent detailed information, including a construction schedule and cost estimates. Should an Event of a Default occur at any time during the Decision Period, should the Borrower notify the Lender Collateral Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender Collateral Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G7.2(M) or as shall upon the Decision Reserve shall Required Lenders' direction be applied paid to the Administrative Agent for the ratable benefit of the Lenders for application as a mandatory prepayment to the outstanding Loans, such prepayment to be treated as a Designated Prepayment from Asset Sales in accordance with the terms of the Advances pursuant to SECTION 2.2(B2.4(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G7.2(M) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property as such amounts become duedue pursuant to documentation reasonably acceptable to the Collateral Agent; PROVIDED, HOWEVER, should an Event of a Default occur after the Borrower has notified the Lender Collateral Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied Loans as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE IIIabove. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant Loans as set forth above. All insurance and condemnation proceeds shall be subject to SECTION 2.2(B)the security interest of the Collateral Agent on behalf of itself and the Holders of Secured Obligations under the Collateral Documents until so released.