Common use of Insurance; Condemnation Clause in Contracts

Insurance; Condemnation. (a) Each Grantor will furnish satisfactory evidence to the Secured Party of the renewal of each policy of insurance required by Section 7.4 of the Amended Note Purchase Agreement, if such policy relates to the Security Property pledged by such Grantor, at least 30 days prior to its expiration date, and will not adjust or settle any individual claim under such insurance (except for any individual claim for $100,000 or less) without the Secured Party's consent, which shall not be unreasonably withheld or delayed. Each Grantor agrees that if an Event of Default or a Default shall have occurred and be continuing and the Secured Party believes that the value of the Security Property is endangered, the Secured Party may act as attorney-in-fact for such Grantor in obtaining, adjusting, settling and canceling such insurance and receiving and endorsing any drafts with respect to any such policy. If any Grantor shall fail to provide and pay for any such policy at least 15 days prior to the date any such payment is due, the Secured Party may (but shall not be required to), upon ten days' prior written notice to such Grantor, provide or pay for the same, at such Grantor's expense, with the amount of any such payment by the Secured Party to be repayable by such Grantor on demand, with interest thereon due at the Default Rate. Such amounts shall be additional Secured Obligations secured by the Security Property. (b) In the event of any damage, destruction, condemnation, taking or taking for use with respect to any portion of any Pledged Project (any such event being an "Event of Loss") in excess of $100,000 (singly or in the aggregate), the applicable Project Owner Grantor shall notify, in writing, the Secured Party of such Event of Loss, in accordance with Section 5.1(e) of the Amended Note Purchase Agreement. Each Project Owner Grantor agrees that, upon the occurrence of an Event of Loss, it will promptly pay any and all proceeds (including, without limitation, condemnation or insurance proceeds) received by it in respect of such Event of Loss, up to an amount equal to the then outstanding principal amount of the Notes, plus accrued interest thereon, to the Secured Party to be held by the Secured Party (together with all income thereon) pursuant to this Security Agreement as part of the Security Property. The Secured Party shall deposit all such payments received from any such Grantor or directly from any insurer or condemning authority in a separate deposit account (the "Insurance and Condemnation Proceeds Account"). Except as otherwise provided in Section 5.06(f), each Project Owner Grantor shall be obligated to repair, replace or reconstruct any Pledged Project owned by it that suffers an Event of Loss to a condition substantially equivalent to its condition immediately prior to such Event of Loss or to a condition of at least equivalent value, to the extent that the insurance proceeds covering such damage or destruction, or the amount of the award or compensation for damages recovered on account of such taking or condemnation, shall be sufficient to pay the cost thereof. The repair, replacement or reconstruction of such Pledged Project shall be completed within a period of 360 days after the Event of Loss. (c) For the purposes of this Section, a Pledged Project shall be deemed to be in a condition substantially equivalent to its condition or value immediately prior to an Event of Loss affecting it if, subject to gas availability, such Pledged Project can be used effectively for substantially the same quantity and quality of electrical generation, generation and refinement of landfill gas for commercial sale or, as applicable, for which it was used immediately prior to such Event of Loss, as certified in a report of the Independent Engineer regarding the condition of such Pledged Project, in form, scope and substance reasonably satisfactory to the Secured Party. (i) If, from time to time on or before the date that is 180 days immediately succeeding the occurrence of an Event of Loss (or such longer period as may be authorized by the Secured Party in its sole discretion), the Project Owner Grantor subject to an Event of Loss shall deliver to the Secured Party a certificate in substantially the form of Exhibit E (an "Insurance Withdrawal Certificate"), signed by a Senior Financial Officer of such Project Owner Grantor, certifying as to: (A) the amount requested to be withdrawn from the Insurance and Condemnation Proceeds Account for such Pledged Project for the next month as reimbursement for expenses previously incurred, presently due and payable, or to become due and payable within one month in connection with the restoration of such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Restoration Costs"); (B) attached copies of bills or other written evidence of individual costs describing the items purchased and/or the services rendered and all other pertinent schedules, statements, invoices, change orders or other information; and (C) a reconciliation of all Restoration Costs disbursed through the date of such Insurance Withdrawal Certificate to the projected total costs of restoring such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Projected Total Restoration Costs"), demonstrating that, after giving effect to the proposed withdrawal, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss are sufficient to pay the Projected Total Restoration Costs of such Pledged Project (taking into account any additional amounts not otherwise subject to the lien of this Security Agreement deposited by such Project Owner Grantor with the Secured Party for the purpose of effecting such restoration); and further certifying in such certificate that (1) all the amounts of Restoration Costs set forth in such certificate have been paid, are presently due and payable or will be due and payable within one month, (2) none of such amounts has been the subject of any prior payment request approved by the Secured Party, and (3) the entire amount of the withdrawal requested in clause (A) above will be used to pay, or to reimburse such Grantor for payment of, the Restoration Costs set forth in the certificate, then, the Secured Party shall, within three Business Days, transfer funds on deposit in the Insurance and Condemnation Proceeds Account as directed by such Grantor (a written request shall include a wire transfer instruction and all amounts disbursed hereunder shall be wired by the Secured Party directly to the entity due such amounts). Each Grantor hereby agrees that all funds received by it pursuant to this Section shall be applied exclusively to the payment of, or reimbursement for, Restoration Costs that have been properly identified in an Insurance Withdrawal Certificate. No more than one Insurance Withdrawal Certificate shall be delivered to the Secured Party in any single calendar month for any single Pledged Project. (ii) If on the date that is 180 days immediately succeeding the occurrence of an Event of Loss, the Pledged Project subject thereto has not been restored to condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the applicable Project Owner Grantor will give written notice thereof to the Secured Party and the Issuer, and either (A) such Project Owner Grantor will deposit with the Secured Party, out of funds of such Project Owner Grantor not held in the BMC ICC Account within thirty (30) days of the date of such notice, an amount determined by the Independent Engineer to be sufficient, when combined with the amounts on deposit in the Insurance and Condemnation Proceeds Account attributable to such Event of Loss, to complete the restoration of the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, or (B) the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement, a principal amount of the Notes equal to the sum of the amount of insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss, together with interest accrued to the date of prepayment on the principal amount being prepaid, but without a prepayment premium; provided, however, that the Secured Party may, in its sole discretion, extend such restoration period beyond 180 days. In the event that the Project Owner Grantor elects, pursuant to clause (A) above, to restore the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss and, on the date that is 180 days immediately succeeding the date of the notice provided under this paragraph (ii), such Pledged Project has not been restored to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement (but without any Make Whole Amount or any other prepayment premium), a principal amount of the Notes equal to the sum of (x) the amount of the insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss and (y) the amount of such insurance proceeds previously disbursed from the Insurance and Condemnation Proceeds Account with respect to such Event of Loss that have not been expended for restoration. (e) Each Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of its Security Property or any portion thereof in excess of $100,000 (singly or in the aggregate), or the use thereof, shall, in accordance with Section 5.1(h) of the Amended Note Purchase Agreement, notify, in writing, the Secured Party of the pendency of such proceedings. The Secured Party may, but shall not be obligated to, participate in such proceedings (including, without limitation, the making of any compromise or settlement in connection with such proceedings), if such participation is deemed desirable by the Secured Party, and each Grantor agrees to deliver to the Secured Party all instruments requested by them from time to time to permit such participation. The Secured Party is hereby irrevocably appointed as each Grantor's attorney-in-fact, coupled with an interest, with exclusive power to make, during the continuance of any Event of Default, any compromise or settlement in connection with such proceedings. (f) In the event all or substantially all of any Pledged Project is damaged, destroyed, condemned or otherwise taken, the Issuer may, in lieu of restoring such Pledged Project, either prepay the Notes, in accordance with Section 6.2 of the Amended Note Purchase Agreement, or invest the proceeds from such Event of Loss in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. In the event any portion of any Pledged Project is subject to an Event of Loss, but less than substantially all of such Pledged Project is affected by such Event of Loss, the applicable Project Owner Grantor shall not be obligated to repair, replace or reconstruct any such portion if, on or prior to the date 180 days immediately succeeding such Event of Loss, such Project Owner Grantor, in its good faith judgment, determines that it would be uneconomic to repair, replace or reconstruct such portion, or if the applicable Landfill Owner exercises any right it has under any Project Document to terminate such Project Document upon such an Event of Loss. If the applicable Project Owner Grantor makes such determination and so certifies to the Secured Party on or prior to the date 180 days immediately succeeding such Event of Loss or if the Landfill Owner so terminates the Project Document, the Issuer shall either (i), upon the earliest of (x) the expiration of such 180 day period, (y) the termination by the Landfill Owner of such Project Document or (z) the receipt of proceeds, if any, of insurance, condemnation or taking with respect to such Event of Loss, promptly make the prepayment described above in this Section or (ii) within such 180 day period, reinvest such proceeds in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. (g) Each Grantor, upon request by the Secured Party, shall make, execute and deliver any and all instruments reasonably requested for the purposes of confirming the assignment of the aforesaid insurance proceeds, awards and compensation to the Secured Party, free and clear of any Liens of any kind or nature whatsoever.

Insurance; Condemnation. (a) Each Grantor will furnish satisfactory evidence During the term of this Agreement, MHDC shall retain custody of all insurance policies, certificates, or renewals thereof which are required to be maintained by Mortgagor under the Secured Party terms of the renewal Mortgage Loan Documents, MHDC shall provide to Participating Lender promptly upon request, a copy of each any insurance policy of insurance that Mortgagor is required by Section 7.4 to maintain (or a certificate evidencing the same) under the terms of the Amended Note Purchase Agreement, if such policy relates to the Security Property pledged by such Grantor, at least 30 days prior to its expiration date, Mortgage Loan Documents and will not adjust or settle any individual claim under such insurance (except for any individual claim for $100,000 or less) without the Secured Party's consent, which shall not be unreasonably withheld or delayed. Each Grantor agrees that if an Event of Default or a Default shall have occurred and be continuing and the Secured Party believes that the value notify Participating Lender promptly of the Security Property is endangered, the Secured Party may act as attorney-in-fact for such Grantor in obtaining, adjusting, settling and canceling such insurance and receiving and endorsing any drafts with respect to any such policy. If any Grantor shall fail to provide and pay for any such policy at least 15 days prior to the date any such payment is due, the Secured Party may (but shall not be required to), upon ten days' prior written notice to such Grantor, provide or pay for the same, at such Grantor's expense, with the amount cancellation of any such payment by insurance policy that Mortgagor is required to maintain under the Secured Party to be repayable by such Grantor on demand, with interest thereon due at terms of the Default Rate. Such amounts shall be additional Secured Obligations secured by the Security Property.Mortgage Loan Documents; (b) In To the event of extent any damageinsurance coverage described above is not maintained by Mortgagor, destructionMHDC shall advance funds to obtain such coverage, condemnation, taking or taking for use with respect to any portion of any Pledged Project (any such event being an "Event of Loss") in excess of $100,000 (singly or in the aggregate), the applicable Project Owner Grantor shall notify, in writing, the Secured Party of such Event of Loss, in accordance with Section 5.1(e) of the Amended Note Purchase Agreement. Each Project Owner Grantor agrees that, upon the occurrence of an Event of Loss, it will promptly pay any and all proceeds (including, without limitation, condemnation or insurance proceeds) received by it in respect of such Event of Loss, up to an amount equal to the then outstanding principal amount of the Notes, plus accrued interest thereon, to the Secured Party to be held by the Secured Party (together with all income thereon) pursuant to this Security Agreement as part of the Security Property. The Secured Party shall deposit all such payments received from any such Grantor or directly from any insurer or condemning authority in a separate deposit account (the "Insurance and Condemnation Proceeds Account"). Except as otherwise provided in Section 5.06(f14.7 hereof (subject to reimbursement, as provided therein), each Project Owner Grantor shall be obligated to repair, replace or reconstruct any Pledged Project owned by it that suffers an Event of Loss to a condition substantially equivalent to its condition immediately prior to such Event of Loss or to a condition of at least equivalent value, to the extent that the insurance proceeds covering such damage or destruction, or the amount of the award or compensation for damages recovered on account of such taking or condemnation, shall be sufficient to pay the cost thereof. The repair, replacement or reconstruction of such Pledged Project shall be completed within a period of 360 days after the Event of Loss.; and (c) For MHDC shall receive the purposes of this Section, a Pledged Project shall be deemed proceeds for all insurance policies required to be in a condition substantially equivalent to its condition or value immediately prior to an Event of Loss affecting it if, subject to gas availability, such Pledged Project can be used effectively for substantially maintained by Mortgagor under the same quantity and quality of electrical generation, generation and refinement of landfill gas for commercial sale or, as applicable, for which it was used immediately prior to such Event of Loss, as certified in a report terms of the Independent Engineer regarding Mortgage Loan Documents or any award for the condition condemnation of all or any part of the Development, and shall apply such Pledged Project, in form, scope and substance reasonably satisfactory to the Secured Party. (i) If, from time to time on or before the date that is 180 days immediately succeeding the occurrence of an Event of Loss (or such longer period proceeds as may be authorized required by the Secured Party in its sole discretion), the Project Owner Grantor subject to an Event of Loss shall deliver to the Secured Party a certificate in substantially the form of Exhibit E (an "Insurance Withdrawal Certificate"), signed by a Senior Financial Officer of such Project Owner Grantor, certifying as to: (A) the amount requested to be withdrawn from the Insurance and Condemnation Proceeds Account for such Pledged Project for the next month as reimbursement for expenses previously incurred, presently due and payable, or to become due and payable within one month in connection with the restoration of such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Restoration Costs"); (B) attached copies of bills or other written evidence of individual costs describing the items purchased and/or the services rendered and all other pertinent schedules, statements, invoices, change orders or other information; and (C) a reconciliation of all Restoration Costs disbursed through the date of such Insurance Withdrawal Certificate to the projected total costs of restoring such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Projected Total Restoration Costs"), demonstrating that, after giving effect to the proposed withdrawal, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss are sufficient to pay the Projected Total Restoration Costs of such Pledged Project (taking into account any additional amounts not otherwise subject to the lien of this Security Agreement deposited by such Project Owner Grantor with the Secured Party for the purpose of effecting such restoration); and further certifying in such certificate that (1) all the amounts of Restoration Costs set forth in such certificate have been paid, are presently due and payable or will be due and payable within one month, (2) none of such amounts has been the subject of any prior payment request approved by the Secured Party, and (3) the entire amount of the withdrawal requested in clause (A) above will be used to pay, or to reimburse such Grantor for payment of, the Restoration Costs set forth in the certificate, then, the Secured Party shall, within three Business Days, transfer funds on deposit in the Insurance and Condemnation Proceeds Account as directed by such Grantor (a written request shall include a wire transfer instruction and all amounts disbursed hereunder shall be wired by the Secured Party directly to the entity due such amounts). Each Grantor hereby agrees that all funds received by it pursuant to this Section shall be applied exclusively to the payment of, or reimbursement for, Restoration Costs that have been properly identified in an Insurance Withdrawal Certificate. No more than one Insurance Withdrawal Certificate shall be delivered to the Secured Party in any single calendar month for any single Pledged Project. (ii) If on the date that is 180 days immediately succeeding the occurrence of an Event of Loss, the Pledged Project subject thereto has not been restored to condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the applicable Project Owner Grantor will give written notice thereof to the Secured Party and the Issuer, and either (A) such Project Owner Grantor will deposit with the Secured Party, out of funds of such Project Owner Grantor not held in the BMC ICC Account within thirty (30) days of the date of such notice, an amount determined by the Independent Engineer to be sufficient, when combined with the amounts on deposit in the Insurance and Condemnation Proceeds Account attributable to such Event of Loss, to complete the restoration of the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, or (B) the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement, a principal amount of the Notes equal to the sum of the amount of insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss, together with interest accrued to the date of prepayment on the principal amount being prepaid, but without a prepayment premiumMortgage Loan Documents; provided, however, that if MHDC permits the Secured Party may, in its sole discretion, extend use of insurance proceeds or condemnation awards for restoration of the Development and such restoration period beyond 180 days. In cannot be completed prior to the event that maturity of the Project Owner Grantor electsMortgage Loan (either the scheduled maturity of the Construction Loan portion of the Mortgage Loan or the final maturity of the Permanent Loan following the Conversion Date), then MHDC shall be subject to the buy-back requirements under Section 21 of this Agreement (unless Participating Lender otherwise agrees to extend the loan maturity date pursuant to clause (A) abovethe provisions of this Agreement). Payments for losses under any such policies or condemnation awards, to restore the Pledged Project affected by such Event of Loss extent paid to a condition substantially equivalent MHDC and not applied to its condition the rehabilitation, repair or value immediately prior to such Event of Loss and, on the date that is 180 days immediately succeeding the date restoration of the notice Development, shall be held in trust by MHDC for the benefit of both MHDC and Participating Lender and all or a portion of such proceeds (as the case may be) will be remitted to Participating Lender as a prepayment under the Mortgage Loan in the manner provided under in this paragraph Agreement (ii), such Pledged Project has not been restored to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement (but without any Make Whole Amount or any other prepayment premium), a principal amount of the Notes equal to the sum of (x) the amount of the insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event Allocation of Loss and (y) the amount of Agreement as such insurance proceeds previously disbursed from the Insurance and Condemnation Proceeds Account with respect to such Event of Loss that have not been expended for restorationterm is defined in Section 22 below). (e) Each Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of its Security Property or any portion thereof in excess of $100,000 (singly or in the aggregate), or the use thereof, shall, in accordance with Section 5.1(h) of the Amended Note Purchase Agreement, notify, in writing, the Secured Party of the pendency of such proceedings. The Secured Party may, but shall not be obligated to, participate in such proceedings (including, without limitation, the making of any compromise or settlement in connection with such proceedings), if such participation is deemed desirable by the Secured Party, and each Grantor agrees to deliver to the Secured Party all instruments requested by them from time to time to permit such participation. The Secured Party is hereby irrevocably appointed as each Grantor's attorney-in-fact, coupled with an interest, with exclusive power to make, during the continuance of any Event of Default, any compromise or settlement in connection with such proceedings. (f) In the event all or substantially all of any Pledged Project is damaged, destroyed, condemned or otherwise taken, the Issuer may, in lieu of restoring such Pledged Project, either prepay the Notes, in accordance with Section 6.2 of the Amended Note Purchase Agreement, or invest the proceeds from such Event of Loss in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. In the event any portion of any Pledged Project is subject to an Event of Loss, but less than substantially all of such Pledged Project is affected by such Event of Loss, the applicable Project Owner Grantor shall not be obligated to repair, replace or reconstruct any such portion if, on or prior to the date 180 days immediately succeeding such Event of Loss, such Project Owner Grantor, in its good faith judgment, determines that it would be uneconomic to repair, replace or reconstruct such portion, or if the applicable Landfill Owner exercises any right it has under any Project Document to terminate such Project Document upon such an Event of Loss. If the applicable Project Owner Grantor makes such determination and so certifies to the Secured Party on or prior to the date 180 days immediately succeeding such Event of Loss or if the Landfill Owner so terminates the Project Document, the Issuer shall either (i), upon the earliest of (x) the expiration of such 180 day period, (y) the termination by the Landfill Owner of such Project Document or (z) the receipt of proceeds, if any, of insurance, condemnation or taking with respect to such Event of Loss, promptly make the prepayment described above in this Section or (ii) within such 180 day period, reinvest such proceeds in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. (g) Each Grantor, upon request by the Secured Party, shall make, execute and deliver any and all instruments reasonably requested for the purposes of confirming the assignment of the aforesaid insurance proceeds, awards and compensation to the Secured Party, free and clear of any Liens of any kind or nature whatsoever.

Insurance; Condemnation. (a) Each Grantor will furnish satisfactory evidence Unless and until the Discharge of First Lien Obligations has occurred, subject to the Secured Party terms of, and the rights of the renewal of each policy of insurance required by Section 7.4 of Grantors under, the Amended Note Purchase AgreementFirst Lien Financing Documents, if such policy relates the First Lien Secured Parties shall have the sole and exclusive right to the Security Property pledged by such Grantor, at least 30 days prior to its expiration date, and will not adjust or settle any individual claim under such insurance (except settlement for any individual claim for $100,000 insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or lesssimilar proceeding (or any deed in lieu of condemnation) without affecting the Secured Party's consent, which shall not be unreasonably withheld or delayed. Each Grantor agrees Collateral; provided that if an Event of Default or a Default shall have occurred and be continuing and the Secured Party believes that the value of the Security Property is endangered, the Secured Party may act as attorney-in-fact for such Grantor in obtaining, adjusting, settling and canceling such insurance and receiving and endorsing any drafts with respect to any Collateral used in connection with or derived from the operation of gaming regulated by IGRA, the First Lien Secured Parties shall not have such policyrights unless an “Event of Default” as defined in the First Lien Financing Documents has occurred and is continuing. If In furtherance of the foregoing, the First Lien Collateral Agent shall be authorized to instruct any issuer of insurance with respect to the Collateral for any Grantor to pay any checks in respect of the Collateral only to the First Lien Collateral Agent and, if for any reason the Second Lien Collateral Agent or the Third Lien Collateral Agent is named on any such check, the Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall fail promptly sign all documents necessary to provide enable the First Lien Collateral Agent to deposit such check and pay for receive the funds payable under such check (the First Lien Collateral Agent may, at its option, execute such documents on behalf of the Second Lien Collateral Agent or the Third Lien Collateral Agent under the powers granted under Section 5.1(b)). Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the First Lien Financing Documents, all proceeds of any such policy at least 15 days prior to the date and any such payment is due, the Secured Party may award (but shall not be required to), upon ten days' prior written notice to such Grantor, provide or pay for the same, at such Grantor's expense, with the amount of any such payment by the Secured Party to be repayable by such Grantor on demand, with interest thereon due at the Default Rate. Such amounts shall be additional Secured Obligations secured by the Security Property. (b) In the event of any damage, destruction, condemnation, taking or taking for use payments with respect to any portion a deed in lieu of any Pledged Project (any such event being an "Event of Loss"condemnation) if in excess of $100,000 (singly or in respect to the aggregate), Collateral and to the applicable Project Owner Grantor extent required by the First Lien Financing Documents shall notify, in writing, be paid to the Secured Party of such Event of Loss, in accordance with Section 5.1(e) First Lien Collateral Agent for the benefit of the Amended Note Purchase Agreement. Each Project Owner Grantor agrees that, upon First Lien Secured Parties pursuant to the occurrence terms of an Event of Loss, it will promptly pay any and all proceeds the First Lien Financing Documents (including, without limitation, condemnation or insurance proceedsfor purposes of cash collateralization of letters of credit thereunder) received by it in respect of such Event of Loss, up to an amount equal to the then outstanding principal amount of the Notes, plus accrued interest thereon, to the Secured Party to be held by the Secured Party (together with all income thereon) pursuant to this Security Agreement as part of the Security Property. The Secured Party shall deposit all such payments received from any such Grantor or directly from any insurer or condemning authority in a separate deposit account (the "Insurance and Condemnation Proceeds Account"). Except as otherwise provided in Section 5.06(f), each Project Owner Grantor shall be obligated to repair, replace or reconstruct any Pledged Project owned by it that suffers an Event of Loss to a condition substantially equivalent to its condition immediately prior to such Event of Loss or to a condition of at least equivalent valuethereafter, to the extent that no First Lien Obligations are outstanding, and subject to the insurance proceeds covering such damage or destruction, or the amount rights (if any) of the award or compensation Grantors under the Second Lien Financing Documents, to the Second Lien Collateral Agent for damages recovered on account the benefit of such taking or condemnationthe Second Lien Secured Parties to the extent required under the Second Lien Financing Documents, shall be sufficient and then, to pay the cost thereof. The repairextent no Second Lien Obligations are outstanding, replacement or reconstruction to the Third Lien Collateral Agent for the benefit of such Pledged Project shall be completed within a period the Third Lien Secured Parties to the extent required under the Third Lien Financing Documents, and then, to the extent no Third Lien Obligations are outstanding, to the owner of 360 days after the Event of Loss. (c) For the purposes of this Section, a Pledged Project shall be deemed to be in a condition substantially equivalent to its condition or value immediately prior to an Event of Loss affecting it if, subject to gas availabilityproperty, such Pledged Project can be used effectively for substantially the same quantity and quality of electrical generation, generation and refinement of landfill gas for commercial sale or, as applicable, for which it was used immediately prior to such Event of Loss, as certified in a report of the Independent Engineer regarding the condition of such Pledged Project, in form, scope and substance reasonably satisfactory to the Secured Party. (i) If, from time to time on or before the date that is 180 days immediately succeeding the occurrence of an Event of Loss (or such longer period other Person as may be authorized by entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if any of the Second Lien Secured Party Parties or Third Lien Secured Parties shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in its sole discretion)contravention of this Agreement, the Project Owner Grantor subject to an Event of Loss it shall deliver segregate and hold in trust and forthwith pay such proceeds over to the Secured Party a certificate in substantially the form of Exhibit E (an "Insurance Withdrawal Certificate"), signed by a Senior Financial Officer of such Project Owner Grantor, certifying as to: (A) the amount requested to be withdrawn from the Insurance and Condemnation Proceeds Account for such Pledged Project for the next month as reimbursement for expenses previously incurred, presently due and payable, or to become due and payable within one month in connection with the restoration of such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Restoration Costs"); (B) attached copies of bills or other written evidence of individual costs describing the items purchased and/or the services rendered and all other pertinent schedules, statements, invoices, change orders or other information; and (C) a reconciliation of all Restoration Costs disbursed through the date of such Insurance Withdrawal Certificate to the projected total costs of restoring such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Projected Total Restoration Costs"), demonstrating that, after giving effect to the proposed withdrawal, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss are sufficient to pay the Projected Total Restoration Costs of such Pledged Project (taking into account any additional amounts not otherwise subject to the lien of this Security Agreement deposited by such Project Owner Grantor with the Secured Party for the purpose of effecting such restoration); and further certifying in such certificate that (1) all the amounts of Restoration Costs set forth in such certificate have been paid, are presently due and payable or will be due and payable within one month, (2) none of such amounts has been the subject of any prior payment request approved by the Secured Party, and (3) the entire amount of the withdrawal requested in clause (A) above will be used to pay, or to reimburse such Grantor for payment of, the Restoration Costs set forth in the certificate, then, the Secured Party shall, within three Business Days, transfer funds on deposit in the Insurance and Condemnation Proceeds Account as directed by such Grantor (a written request shall include a wire transfer instruction and all amounts disbursed hereunder shall be wired by the Secured Party directly to the entity due such amounts). Each Grantor hereby agrees that all funds received by it pursuant to this Section shall be applied exclusively to the payment of, or reimbursement for, Restoration Costs that have been properly identified in an Insurance Withdrawal Certificate. No more than one Insurance Withdrawal Certificate shall be delivered to the Secured Party in any single calendar month for any single Pledged Project. (ii) If on the date that is 180 days immediately succeeding the occurrence of an Event of Loss, the Pledged Project subject thereto has not been restored to condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the applicable Project Owner Grantor will give written notice thereof to the Secured Party and the Issuer, and either (A) such Project Owner Grantor will deposit with the Secured Party, out of funds of such Project Owner Grantor not held in the BMC ICC Account within thirty (30) days of the date of such notice, an amount determined by the Independent Engineer to be sufficient, when combined with the amounts on deposit in the Insurance and Condemnation Proceeds Account attributable to such Event of Loss, to complete the restoration of the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, or (B) the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement, a principal amount of the Notes equal to the sum of the amount of insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss, together with interest accrued to the date of prepayment on the principal amount being prepaid, but without a prepayment premium; provided, however, that the Secured Party may, in its sole discretion, extend such restoration period beyond 180 days. In the event that the Project Owner Grantor elects, pursuant to clause (A) above, to restore the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss and, on the date that is 180 days immediately succeeding the date of the notice provided under this paragraph (ii), such Pledged Project has not been restored to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement (but without any Make Whole Amount or any other prepayment premium), a principal amount of the Notes equal to the sum of (x) the amount of the insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss and (y) the amount of such insurance proceeds previously disbursed from the Insurance and Condemnation Proceeds Account with respect to such Event of Loss that have not been expended for restoration. (e) Each Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of its Security Property or any portion thereof in excess of $100,000 (singly or in the aggregate), or the use thereof, shall, in accordance with Section 5.1(h) of the Amended Note Purchase Agreement, notify, in writing, the Secured Party of the pendency of such proceedings. The Secured Party may, but shall not be obligated to, participate in such proceedings (including, without limitation, the making of any compromise or settlement in connection with such proceedings), if such participation is deemed desirable by the Secured Party, and each Grantor agrees to deliver to the Secured Party all instruments requested by them from time to time to permit such participation. The Secured Party is hereby irrevocably appointed as each Grantor's attorney-in-fact, coupled with an interest, with exclusive power to make, during the continuance of any Event of Default, any compromise or settlement in connection with such proceedings. (f) In the event all or substantially all of any Pledged Project is damaged, destroyed, condemned or otherwise taken, the Issuer may, in lieu of restoring such Pledged Project, either prepay the Notes, in accordance with Section 6.2 of the Amended Note Purchase Agreement, or invest the proceeds from such Event of Loss First Lien Collateral Agent in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. In the event any portion of any Pledged Project is subject to an Event of Loss, but less than substantially all of such Pledged Project is affected by such Event of Loss, the applicable Project Owner Grantor shall not be obligated to repair, replace or reconstruct any such portion if, on or prior to the date 180 days immediately succeeding such Event of Loss, such Project Owner Grantor, in its good faith judgment, determines that it would be uneconomic to repair, replace or reconstruct such portion, or if the applicable Landfill Owner exercises any right it has under any Project Document to terminate such Project Document upon such an Event of Loss. If the applicable Project Owner Grantor makes such determination and so certifies to the Secured Party on or prior to the date 180 days immediately succeeding such Event of Loss or if the Landfill Owner so terminates the Project Document, the Issuer shall either (i), upon the earliest of (x) the expiration of such 180 day period, (y) the termination by the Landfill Owner of such Project Document or (z) the receipt of proceeds, if any, of insurance, condemnation or taking with respect to such Event of Loss, promptly make the prepayment described above in this Section or (ii) within such 180 day period, reinvest such proceeds in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement4.2. (g) Each Grantor, upon request by the Secured Party, shall make, execute and deliver any and all instruments reasonably requested for the purposes of confirming the assignment of the aforesaid insurance proceeds, awards and compensation to the Secured Party, free and clear of any Liens of any kind or nature whatsoever.

Insurance; Condemnation. (a) Each Grantor will furnish satisfactory evidence During the term of this Agreement, MHDC shall retain custody of all insurance policies, certificates, or renewals thereof which are required to be maintained by Mortgagor under the Secured Party terms of the renewal Mortgage Loan Documents, MHDC shall provide to Participating Lender promptly upon request, a copy of each any insurance policy of insurance that Mortgagor is required by Section 7.4 to maintain (or a certificate evidencing the same) under the terms of the Amended Note Purchase Agreement, if such policy relates to the Security Property pledged by such Grantor, at least 30 days prior to its expiration date, Mortgage Loan Documents and will not adjust or settle any individual claim under such insurance (except for any individual claim for $100,000 or less) without the Secured Party's consent, which shall not be unreasonably withheld or delayed. Each Grantor agrees that if an Event of Default or a Default shall have occurred and be continuing and the Secured Party believes that the value notify Participating Lender promptly of the Security Property is endangered, the Secured Party may act as attorney-in-fact for such Grantor in obtaining, adjusting, settling and canceling such insurance and receiving and endorsing any drafts with respect to any such policy. If any Grantor shall fail to provide and pay for any such policy at least 15 days prior to the date any such payment is due, the Secured Party may (but shall not be required to), upon ten days' prior written notice to such Grantor, provide or pay for the same, at such Grantor's expense, with the amount cancellation of any such payment by insurance policy that Mortgagor is required to maintain under the Secured Party to be repayable by such Grantor on demand, with interest thereon due at terms of the Default Rate. Such amounts shall be additional Secured Obligations secured by the Security Property.Mortgage Loan Documents; (b) In To the event of extent any damageinsurance coverage described above is not maintained by Xxxxxxxxx, destructionMHDC shall advance funds to obtain such coverage, condemnation, taking or taking for use with respect to any portion of any Pledged Project (any such event being an "Event of Loss") in excess of $100,000 (singly or in the aggregate), the applicable Project Owner Grantor shall notify, in writing, the Secured Party of such Event of Loss, in accordance with Section 5.1(e) of the Amended Note Purchase Agreement. Each Project Owner Grantor agrees that, upon the occurrence of an Event of Loss, it will promptly pay any and all proceeds (including, without limitation, condemnation or insurance proceeds) received by it in respect of such Event of Loss, up to an amount equal to the then outstanding principal amount of the Notes, plus accrued interest thereon, to the Secured Party to be held by the Secured Party (together with all income thereon) pursuant to this Security Agreement as part of the Security Property. The Secured Party shall deposit all such payments received from any such Grantor or directly from any insurer or condemning authority in a separate deposit account (the "Insurance and Condemnation Proceeds Account"). Except as otherwise provided in Section 5.06(f14.7 hereof (subject to reimbursement, as provided therein), each Project Owner Grantor shall be obligated to repair, replace or reconstruct any Pledged Project owned by it that suffers an Event of Loss to a condition substantially equivalent to its condition immediately prior to such Event of Loss or to a condition of at least equivalent value, to the extent that the insurance proceeds covering such damage or destruction, or the amount of the award or compensation for damages recovered on account of such taking or condemnation, shall be sufficient to pay the cost thereof. The repair, replacement or reconstruction of such Pledged Project shall be completed within a period of 360 days after the Event of Loss.; and (c) For MHDC shall receive the purposes of this Section, a Pledged Project shall be deemed proceeds for all insurance policies required to be in a condition substantially equivalent to its condition or value immediately prior to an Event of Loss affecting it if, subject to gas availability, such Pledged Project can be used effectively for substantially maintained by Mortgagor under the same quantity and quality of electrical generation, generation and refinement of landfill gas for commercial sale or, as applicable, for which it was used immediately prior to such Event of Loss, as certified in a report terms of the Independent Engineer regarding Mortgage Loan Documents or any award for the condition condemnation of all or any part of the Development, and shall apply such Pledged Project, in form, scope and substance reasonably satisfactory to the Secured Party. (i) If, from time to time on or before the date that is 180 days immediately succeeding the occurrence of an Event of Loss (or such longer period proceeds as may be authorized required by the Secured Party in its sole discretion), the Project Owner Grantor subject to an Event of Loss shall deliver to the Secured Party a certificate in substantially the form of Exhibit E (an "Insurance Withdrawal Certificate"), signed by a Senior Financial Officer of such Project Owner Grantor, certifying as to: (A) the amount requested to be withdrawn from the Insurance and Condemnation Proceeds Account for such Pledged Project for the next month as reimbursement for expenses previously incurred, presently due and payable, or to become due and payable within one month in connection with the restoration of such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Restoration Costs"); (B) attached copies of bills or other written evidence of individual costs describing the items purchased and/or the services rendered and all other pertinent schedules, statements, invoices, change orders or other information; and (C) a reconciliation of all Restoration Costs disbursed through the date of such Insurance Withdrawal Certificate to the projected total costs of restoring such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Projected Total Restoration Costs"), demonstrating that, after giving effect to the proposed withdrawal, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss are sufficient to pay the Projected Total Restoration Costs of such Pledged Project (taking into account any additional amounts not otherwise subject to the lien of this Security Agreement deposited by such Project Owner Grantor with the Secured Party for the purpose of effecting such restoration); and further certifying in such certificate that (1) all the amounts of Restoration Costs set forth in such certificate have been paid, are presently due and payable or will be due and payable within one month, (2) none of such amounts has been the subject of any prior payment request approved by the Secured Party, and (3) the entire amount of the withdrawal requested in clause (A) above will be used to pay, or to reimburse such Grantor for payment of, the Restoration Costs set forth in the certificate, then, the Secured Party shall, within three Business Days, transfer funds on deposit in the Insurance and Condemnation Proceeds Account as directed by such Grantor (a written request shall include a wire transfer instruction and all amounts disbursed hereunder shall be wired by the Secured Party directly to the entity due such amounts). Each Grantor hereby agrees that all funds received by it pursuant to this Section shall be applied exclusively to the payment of, or reimbursement for, Restoration Costs that have been properly identified in an Insurance Withdrawal Certificate. No more than one Insurance Withdrawal Certificate shall be delivered to the Secured Party in any single calendar month for any single Pledged Project. (ii) If on the date that is 180 days immediately succeeding the occurrence of an Event of Loss, the Pledged Project subject thereto has not been restored to condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the applicable Project Owner Grantor will give written notice thereof to the Secured Party and the Issuer, and either (A) such Project Owner Grantor will deposit with the Secured Party, out of funds of such Project Owner Grantor not held in the BMC ICC Account within thirty (30) days of the date of such notice, an amount determined by the Independent Engineer to be sufficient, when combined with the amounts on deposit in the Insurance and Condemnation Proceeds Account attributable to such Event of Loss, to complete the restoration of the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, or (B) the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement, a principal amount of the Notes equal to the sum of the amount of insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss, together with interest accrued to the date of prepayment on the principal amount being prepaid, but without a prepayment premiumMortgage Loan Documents; provided, however, that if MHDC permits the Secured Party may, in its sole discretion, extend use of insurance proceeds or condemnation awards for restoration of the Development and such restoration period beyond 180 days. In cannot be completed prior to the event that maturity of the Project Owner Grantor electsMortgage Loan (either the scheduled maturity of the Construction Loan portion of the Mortgage Loan or the final maturity of the Permanent Loan following the Conversion Date), then MHDC shall be subject to the buy-back requirements under Section 21 of this Agreement (unless Participating Lender otherwise agrees to extend the loan maturity date pursuant to clause (A) abovethe provisions of this Agreement). Payments for losses under any such policies or condemnation awards, to restore the Pledged Project affected by such Event of Loss extent paid to a condition substantially equivalent MHDC and not applied to its condition the rehabilitation, repair or value immediately prior to such Event of Loss and, on the date that is 180 days immediately succeeding the date restoration of the notice Development, shall be held in trust by MHDC for the benefit of both MHDC and Participating Lender and all or a portion of such proceeds (as the case may be) will be remitted to Participating Lender as a prepayment under the Mortgage Loan in the manner provided under in this paragraph Agreement (ii), such Pledged Project has not been restored to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement (but without any Make Whole Amount or any other prepayment premium), a principal amount of the Notes equal to the sum of (x) the amount of the insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event Allocation of Loss and (y) the amount of Agreement as such insurance proceeds previously disbursed from the Insurance and Condemnation Proceeds Account with respect to such Event of Loss that have not been expended for restorationterm is defined in Section 22 below). (e) Each Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of its Security Property or any portion thereof in excess of $100,000 (singly or in the aggregate), or the use thereof, shall, in accordance with Section 5.1(h) of the Amended Note Purchase Agreement, notify, in writing, the Secured Party of the pendency of such proceedings. The Secured Party may, but shall not be obligated to, participate in such proceedings (including, without limitation, the making of any compromise or settlement in connection with such proceedings), if such participation is deemed desirable by the Secured Party, and each Grantor agrees to deliver to the Secured Party all instruments requested by them from time to time to permit such participation. The Secured Party is hereby irrevocably appointed as each Grantor's attorney-in-fact, coupled with an interest, with exclusive power to make, during the continuance of any Event of Default, any compromise or settlement in connection with such proceedings. (f) In the event all or substantially all of any Pledged Project is damaged, destroyed, condemned or otherwise taken, the Issuer may, in lieu of restoring such Pledged Project, either prepay the Notes, in accordance with Section 6.2 of the Amended Note Purchase Agreement, or invest the proceeds from such Event of Loss in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. In the event any portion of any Pledged Project is subject to an Event of Loss, but less than substantially all of such Pledged Project is affected by such Event of Loss, the applicable Project Owner Grantor shall not be obligated to repair, replace or reconstruct any such portion if, on or prior to the date 180 days immediately succeeding such Event of Loss, such Project Owner Grantor, in its good faith judgment, determines that it would be uneconomic to repair, replace or reconstruct such portion, or if the applicable Landfill Owner exercises any right it has under any Project Document to terminate such Project Document upon such an Event of Loss. If the applicable Project Owner Grantor makes such determination and so certifies to the Secured Party on or prior to the date 180 days immediately succeeding such Event of Loss or if the Landfill Owner so terminates the Project Document, the Issuer shall either (i), upon the earliest of (x) the expiration of such 180 day period, (y) the termination by the Landfill Owner of such Project Document or (z) the receipt of proceeds, if any, of insurance, condemnation or taking with respect to such Event of Loss, promptly make the prepayment described above in this Section or (ii) within such 180 day period, reinvest such proceeds in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. (g) Each Grantor, upon request by the Secured Party, shall make, execute and deliver any and all instruments reasonably requested for the purposes of confirming the assignment of the aforesaid insurance proceeds, awards and compensation to the Secured Party, free and clear of any Liens of any kind or nature whatsoever.

Insurance; Condemnation. (a) Each Grantor will furnish satisfactory evidence The Issuer shall maintain or cause to be maintained, with financially sound and reputable insurers approved by the Secured Party of Required Senior Creditors, the renewal of each policy of insurance required by Section 7.4 9.4 of the Amended Note Purchase Agreement, if such policy relates to the Security Property pledged by such Grantor, at least 30 days prior to its expiration date, and will not adjust or settle any individual claim under such insurance (except for any individual claim for $100,000 or less) without the Secured Party's consent, which shall not be unreasonably withheld or delayed. Each Grantor The Issuer agrees that if an Event of Default exists or a Default shall have occurred and be continuing exists and the Secured Party believes Required Senior Creditors believe that there could be a Material Adverse Effect on the value of the Security Property is endangeredCollateral, the Secured Party Trustee may act as attorney-in-fact for such Grantor the Issuer in obtaining, adjusting, settling and canceling such insurance and receiving and endorsing any drafts with respect to any such policydrafts. If any Grantor the Issuer shall fail to provide and pay for any such policy at least 15 days prior insurance as set forth in Schedule 9.4 to the date any such payment is dueNote Purchase Agreement, the Secured Party Trustee may (but shall not be required to), upon ten days' prior written notice to such Grantor, provide or pay for the same, at such Grantor's expensethe expense of the Issuer, with as set forth in Schedule 9.4 to the amount of any such payment by the Secured Party to be repayable by such Grantor on demand, with interest thereon due at the Default Rate. Such amounts shall be additional Secured Obligations secured by the Security PropertyNote Purchase Agreement. (b) In the event of any damage, destruction, condemnation, taking or taking for use (any such event referred to herein as an “Event of Loss”) with respect to any portion of any Pledged the Project (any such event being an "Event of Loss") in excess of $100,000 75,000 (singly or in the aggregate), the applicable Project Owner Grantor Issuer shall notify, in writing, the Secured Party Parties of such Event of Loss, in accordance with Section 5.1(e7.1(f) of the Amended Note Purchase Agreement. Each Project Owner Grantor The Issuer agrees that, upon the occurrence of an Event of Loss, it will shall promptly pay any and all proceeds (including, without limitation, condemnation or insurance proceeds) received by it in respect of such Event of Loss, up to an amount equal to the then outstanding principal amount of the NotesNote, plus accrued interest thereon, to the Secured Party Trustee to be held by the Secured Party Trustee (together with all income thereon) pursuant to this Security Agreement as part of the Security PropertyCollateral securing the Obligations. The Secured Party Trustee shall deposit all such payments received from any such Grantor the Issuer or directly from any insurer or condemning authority in a separate deposit an account maintained with itself (the "“Insurance and Condemnation Proceeds Account"”), provided, however, that all proceeds of business interruption insurance shall be deposited by the Trustee into the Revenue Account, in accordance with Section 3.02(a). Except as otherwise provided in Section 5.06(f4.06(f), each Project Owner Grantor the Issuer shall be obligated to repair, replace or reconstruct any Pledged the Project owned by it that suffers subject to an Event of Loss to a condition substantially equivalent to its condition immediately prior to such Event of Loss or to a condition of at least equivalent value, to the extent that regardless of whether the insurance proceeds covering such damage or destruction, or the amount of the award or compensation for damages recovered on account of such taking or condemnation, shall be sufficient to pay the cost thereof. The repair, replacement or reconstruction of such Pledged the Project shall be completed within a period of 360 days six (6) months after the Event of Loss, which period shall be extended to nine (9) months so long as (i) there is no Default or Event of Default at the time of the Event of Loss and (ii) the Issuer demonstrates to the satisfaction of the Independent Engineer and the Administrative Agent that (A) the construction budget and the schedule for the repair, replacement or reconstruction of the Project are adequate and reasonable, (B) the insurance proceeds received by or due to the Issuer in relation to such Event of Loss (other than the proceeds of any business interruption insurance), together with other amounts contributed to the Issuer or otherwise committed to the Issuer for such repair, replacement or reconstruction on terms that are acceptable to the Required Senior Creditors, will be sufficient to complete such repair, replacement or reconstruction, (C) the Issuer will be able to make all scheduled payments on the Notes during such repair, replacement or reconstruction without drawing on the Debt Service Reserve Letter of Credit or the amounts on deposit in the Debt Service Reserve Account, and (D) the Issuer is diligently pursuing such repair, replacement or reconstruction. Any extension of the deadline to complete the repair, replacement or reconstruction of the Project beyond nine (9) months shall be subject to the written consent of the Senior Creditors. (c) For the purposes of this SectionSection 4.06, a Pledged the Project shall be deemed to be in a condition substantially equivalent to its condition or value immediately prior to an Event of Loss affecting it if, subject to gas availability, such Pledged if the Project can be used effectively for substantially the same quantity and quality of electrical generation, generation and refinement transmission of landfill gas electric energy, capacity and related products for commercial sale or, as applicable, for which it was used immediately prior to such Event of Loss, as certified in a report of the Independent Engineer regarding as to the condition of such Pledged Project, the Project in form, scope and substance reasonably satisfactory to the Secured PartyRequired Senior Creditors. (d) (i) If, from time to time on or before the date that is 180 days six (6) months immediately succeeding the occurrence of an Event of Loss (or such longer period as may be authorized by the Secured Party in its sole discretionpursuant to Section 4.06(b)), the Project Owner Grantor subject to an Event of Loss Issuer shall deliver to the Secured Party Trustee and the Senior Creditors a certificate in substantially the form of Exhibit E hereto (an "“Insurance Withdrawal Certificate"”), signed by a Senior Financial Officer of such Project Owner Grantorthe Issuer, certifying as to: (A) the amount requested to be withdrawn from the Insurance and Condemnation Proceeds Account for such Pledged the Project for the next month as reimbursement for expenses previously incurred, presently due and payable, or to become due and payable within one (1) month in connection with the restoration of such Pledged the Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "“Restoration Costs"”); (B) the attached copies of bills or other written evidence of individual costs describing the items purchased and/or the services rendered and all other pertinent schedules, statements, invoices, change orders or other information; and (C) a reconciliation of all Restoration Costs disbursed through the date of such Insurance Withdrawal Certificate to the projected total costs of restoring such Pledged the Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "“Projected Total Restoration Costs"”), demonstrating that, after giving effect to the proposed withdrawal, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss are sufficient to pay the Projected Total Restoration Costs of such Pledged Project (taking into account any additional amounts not otherwise subject to the lien of this Security Agreement deposited by such Project Owner Grantor the Issuer with the Secured Party Trustee for the purpose of effecting such restoration); and further certifying in such certificate Insurance Withdrawal Certificate that (1) all the amounts of Restoration Costs set forth in such the certificate have been paid, are presently due and payable or will shall be due and payable within one (1) month, (2) none of such amounts has been the subject of any prior payment request approved by submitted to the Secured PartyTrustee, and (3) the entire amount of the withdrawal requested in clause (A) above will ), above, shall be used to pay, or to reimburse such Grantor the Issuer for payment of, the Restoration Costs set forth in the certificateInsurance Withdrawal Certificate, then, upon written approval thereof by the Secured Party Required Senior Creditors and the Independent Engineer (which written approvals shall be given, or refused to be given, to the Issuers, and a copy of such written approvals shall be given to the Trustee, within ten (10) days of the receipt of such Insurance Withdrawal Certificate), the Trustee shall, within three (3) Business DaysDays of its receipt of a copy of the written approvals thereof by the Required Senior Creditors and the Independent Engineer, transfer funds on deposit in the Insurance and Condemnation Proceeds Account as directed by the Issuer in the Insurance Withdrawal Certificate (such Grantor (a written request Insurance Withdrawal Certificate shall include a wire transfer instruction and all amounts disbursed hereunder shall be wired by the Secured Party Trustee directly to the entity due such amounts). Each Grantor The Issuer hereby agrees that all funds received by it pursuant to this Section 4.06(d)(i) shall be applied exclusively to the payment of, or reimbursement for, Restoration Costs that which have been properly identified in an Insurance Withdrawal Certificate. No more than one Insurance Withdrawal Certificate shall be delivered to the Secured Party Trustee in any single calendar month for any single Pledged Projectmonth. (ii) If on the date that is 180 days immediately succeeding the occurrence of an Event of Loss, the Pledged Project subject thereto has not been restored to condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the applicable Project Owner Grantor will give written notice thereof to the Secured Party and the Issuer, and either (A) such Project Owner Grantor will deposit with the Secured Party, out of funds of such Project Owner Grantor not held in the BMC ICC Account within thirty (30) days of the date of such notice, an amount determined by the Independent Engineer to be sufficient, when combined with the amounts on deposit in the Insurance and Condemnation Proceeds Account attributable to such Event of Loss, to complete the restoration of the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, or (B) the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement, a principal amount of the Notes equal to the sum of the amount of insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss, together with interest accrued to the date of prepayment on the principal amount being prepaid, but without a prepayment premium; provided, however, that the Secured Party may, in its sole discretion, extend such restoration period beyond 180 days. In the event that the Project Owner Grantor elects, pursuant to clause (A) above, to restore the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss and, on the date that is 180 days immediately succeeding the date of the notice provided under this paragraph (ii), such Pledged Project has not been restored to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement (but without any Make Whole Amount or any other prepayment premium), a principal amount of the Notes equal to the sum of (x) the amount of the insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss and (y) the amount of such insurance proceeds previously disbursed from the Insurance and Condemnation Proceeds Account with respect to such Event of Loss that have not been expended for restoration. (e) Each Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of its Security Property or any portion thereof in excess of $100,000 (singly or in the aggregate), or the use thereof, shall, in accordance with Section 5.1(h) of the Amended Note Purchase Agreement, notify, in writing, the Secured Party of the pendency of such proceedings. The Secured Party may, but shall not be obligated to, participate in such proceedings (including, without limitation, the making of any compromise or settlement in connection with such proceedings), if such participation is deemed desirable by the Secured Party, and each Grantor agrees to deliver to the Secured Party all instruments requested by them from time to time to permit such participation. The Secured Party is hereby irrevocably appointed as each Grantor's attorney-in-fact, coupled with an interest, with exclusive power to make, during the continuance of any Event of Default, any compromise or settlement in connection with such proceedings. (f) In the event all or substantially all of any Pledged Project is damaged, destroyed, condemned or otherwise taken, the Issuer may, in lieu of restoring such Pledged Project, either prepay the Notes, in accordance with Section 6.2 of the Amended Note Purchase Agreement, or invest the proceeds from such Event of Loss in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. In the event any portion of any Pledged Project is subject to an Event of Loss, but less than substantially all of such Pledged Project is affected by such Event of Loss, the applicable Project Owner Grantor shall not be obligated to repair, replace or reconstruct any such portion if, on or prior to the date 180 days immediately succeeding such Event of Loss, such Project Owner Grantor, in its good faith judgment, determines that it would be uneconomic to repair, replace or reconstruct such portion, or if the applicable Landfill Owner exercises any right it has under any Project Document to terminate such Project Document upon such an Event of Loss. If the applicable Project Owner Grantor makes such determination and so certifies to the Secured Party on or prior to the date 180 days immediately succeeding such Event of Loss or if the Landfill Owner so terminates the Project Document, the Issuer shall either (i), upon the earliest of (x) the expiration of such 180 day period, (y) the termination by the Landfill Owner of such Project Document or (z) the receipt of proceeds, if any, of insurance, condemnation or taking with respect to such Event of Loss, promptly make the prepayment described above in this Section or (ii) within such 180 day period, reinvest such proceeds in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. (g) Each Grantor, upon request by the Secured Party, shall make, execute and deliver any and all instruments reasonably requested for the purposes of confirming the assignment of the aforesaid insurance proceeds, awards and compensation to the Secured Party, free and clear of any Liens of any kind or nature whatsoever.

Insurance; Condemnation. (a) Each Grantor will furnish satisfactory evidence to the Secured Party of the renewal of each policy of insurance required by Section 7.4 of the Amended Note Purchase Agreement, if such policy relates to the Security Property pledged by such Grantor, at least 30 days prior to its expiration date, and will not adjust or settle any individual claim under such insurance (except for any individual claim for $100,000 or less) without the Secured Party's consent, which shall not be unreasonably withheld or delayed. Each Grantor agrees that if an Event of Default or a Default shall have occurred and be continuing and the Secured Party believes that the value of the Security Property is endangered, the Secured Party may act as attorney-in-fact for such Grantor in obtaining, adjusting, settling and canceling such insurance and receiving and endorsing any drafts with respect to any such policy. If any Grantor shall fail to provide and pay for any such policy at least 15 days prior to the date any such payment is due, the Secured Party may (but shall not be required to), upon ten days' prior written notice to such Grantor, provide or pay for the same, at such Grantor's expense, with the amount of any such payment by the Secured Party to be repayable by such Grantor on demand, with interest thereon due at the Default Rate. Such amounts shall be additional Secured Obligations secured by the Security Property. (b) In the event of any damage, destruction, condemnation, taking or taking for use with respect to any portion of any Pledged Project (any such event being an "Event of Loss") in excess of $100,000 (singly or in the aggregate), the applicable Project Owner Grantor Guarantor shall notify, in writing, the Secured Party of such Event of Loss, in accordance with Section 5.1(e) of the Amended Note Purchase Agreement. Each Project Owner Grantor Guarantor agrees that, upon the occurrence of an Event of Loss, it will promptly pay any and all proceeds (including, without limitation, condemnation or insurance proceeds) received by it in respect of such Event of Loss, up to an amount equal to the then outstanding principal amount of the Notes, plus accrued interest thereon, to the Secured Party to be held by the Secured Party (together with all income thereon) pursuant to this Security Agreement as part of the Security Property. The Secured Party shall deposit all such payments received from any such Grantor or directly from any insurer or condemning authority in a separate deposit account (the "Insurance and Condemnation Proceeds Account"). Except as otherwise provided in Section 5.06(f), each Project Owner Grantor Guarantor shall be obligated to repair, replace or reconstruct any Pledged Project owned by it that suffers an Event of Loss to a condition substantially equivalent to its condition immediately prior to such Event of Loss or to a condition of at least equivalent value, to the extent that the insurance proceeds covering such damage or destruction, or the amount of the award or compensation for damages recovered on account of such taking or condemnation, shall be sufficient to pay the cost thereof. The repair, replacement or reconstruction of such Pledged Project shall be completed within a period of 360 days after the Event of Loss. (c) For the purposes of this Section, a Pledged Project shall be deemed to be in a condition substantially equivalent to its condition or value immediately prior to an Event of Loss affecting it if, subject to gas availability, such Pledged Project can be used effectively for substantially the same quantity and quality of electrical generation, generation and refinement of landfill gas for commercial sale or, as applicable, for which it was used immediately prior to such Event of Loss, as certified in a report of the Independent Engineer regarding the condition of such Pledged Project, in form, scope and substance reasonably satisfactory to the Secured Party. (i) If, from time to time on or before the date that is 180 days immediately succeeding the occurrence of an Event of Loss (or such longer period as may be authorized by the Secured Party in its sole discretion), the Project Owner Grantor Guarantor subject to an Event of Loss shall deliver to the Secured Party a certificate in substantially the form of Exhibit E (an "Insurance Withdrawal Certificate"), signed by a Senior Financial Officer of such Project Owner GrantorGuarantor, certifying as to: (A) the amount requested to be withdrawn from the Insurance and Condemnation Proceeds Account for such Pledged Project for the next month as reimbursement for expenses previously incurred, presently due and payable, or to become due and payable within one month in connection with the restoration of such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Restoration Costs"); (B) attached copies of bills or other written evidence of individual costs describing the items purchased and/or the services rendered and all other pertinent schedules, statements, invoices, change orders or other information; and (C) a reconciliation of all Restoration Costs disbursed through the date of such Insurance Withdrawal Certificate to the projected total costs of restoring such Pledged Project to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss (the "Projected Total Restoration Costs"), demonstrating that, after giving effect to the proposed withdrawal, the amounts remaining on deposit in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss are sufficient to pay the Projected Total Restoration Costs of such Pledged Project (taking into account any additional amounts not otherwise subject to the lien of this Security Agreement deposited by such Project Owner Grantor Guarantor with the Secured Party for the purpose of effecting such restoration); and further certifying in such certificate that (1) all the amounts of Restoration Costs set forth in such certificate have been paid, are presently due and payable or will be due and payable within one month, (2) none of such amounts has been the subject of any prior payment request approved by the Secured Party, and (3) the entire amount of the withdrawal requested in clause (A) above will be used to pay, or to reimburse such Grantor for payment of, the Restoration Costs set forth in the certificate, then, the Secured Party shall, within three Business Days, transfer funds on deposit in the Insurance and Condemnation Proceeds Account as directed by such Grantor (a written request shall include a wire transfer instruction and all amounts disbursed hereunder shall be wired by the Secured Party directly to the entity due such amounts). Each Grantor hereby agrees that all funds received by it pursuant to this Section shall be applied exclusively to the payment of, or reimbursement for, Restoration Costs that have been properly identified in an Insurance Withdrawal Certificate. No more than one Insurance Withdrawal Certificate shall be delivered to the Secured Party in any single calendar month for any single Pledged Project. (ii) If on the date that is 180 days immediately succeeding the occurrence of an Event of Loss, the Pledged Project subject thereto has not been restored to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the applicable Project Owner Grantor Guarantor will give written notice thereof to the Secured Party and the Issuer, and either (A) such Project Owner Grantor Guarantor will deposit with the Secured Party, out of funds of such Project Owner Grantor Guarantor not held in the BMC ICC Account Accounts within thirty (30) days of the date of such notice, an amount determined by the Independent Engineer to be sufficient, when combined with the amounts on deposit in the Insurance and Condemnation Proceeds Account attributable to such Event of Loss, to complete the restoration of the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, or (B) the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement, a principal amount of the Notes equal to the sum of the amount of insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss, together with interest accrued to the date of prepayment on the principal amount being prepaid, but without a prepayment premium; provided, however, that the Secured Party may, in its sole discretion, extend such restoration period beyond 180 days. In the event that the Project Owner Grantor Guarantor elects, pursuant to clause (A) above, to restore the Pledged Project affected by such Event of Loss to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss and, on the date that is 180 days immediately succeeding the date of the notice provided under this paragraph (ii), such Pledged Project has not been restored to a condition substantially equivalent to its condition or value immediately prior to such Event of Loss, then the Issuer shall prepay, in accordance with the provisions of Section 6.2 of the Amended Note Purchase Agreement (but without any Make Whole Amount or any other prepayment premium), a principal amount of the Notes equal to the sum of (x) the amount of the insurance proceeds held by the Secured Party in the Insurance and Condemnation Proceeds Account with respect to such Event of Loss and (y) the amount of such insurance proceeds previously disbursed from the Insurance and Condemnation Proceeds Account with respect to such Event of Loss that have not been expended for restoration. (e) Each Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of its Security Property or any portion thereof in excess of $100,000 (singly or in the aggregate), or the use thereof, shall, in accordance with Section 5.1(h) of the Amended Note Purchase Agreement, notify, in writing, the Secured Party of the pendency of such proceedings. The Secured Party may, but shall not be obligated to, participate in such proceedings (including, without limitation, the making of any compromise or settlement in connection with such proceedings), if such participation is deemed desirable by the Secured Party, and each Grantor agrees to deliver to the Secured Party all instruments requested by them from time to time to permit such participation. The Secured Party is hereby irrevocably appointed as each Grantor's attorney-in-fact, coupled with an interest, with exclusive power to make, during the continuance of any Event of Default, any compromise or settlement in connection with such proceedings. (f) In the event all or substantially all of any Pledged Project is damaged, destroyed, condemned or otherwise taken, the Issuer may, in lieu of restoring such Pledged Project, either prepay the Notes, in accordance with Section 6.2 of the Amended Note Purchase Agreement, or invest the proceeds from such Event of Loss in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. In the event any portion of any Pledged Project is subject to an Event of Loss, but less than substantially all of such Pledged Project is affected by such Event of Loss, the applicable Project Owner Grantor Guarantor shall not be obligated to repair, replace or reconstruct any such portion if, on or prior to the date 180 days immediately succeeding such Event of Loss, such Project Owner GrantorGuarantor, in its good faith judgment, determines that it would be uneconomic to repair, replace or reconstruct such portion, or if the applicable Landfill Owner exercises any right it has under any Project Document to terminate such Project Document upon such an Event of Loss. If the applicable Project Owner Grantor Guarantor makes such determination and so certifies to the Secured Party on or prior to the date 180 days immediately succeeding such Event of Loss or if the Landfill Owner so terminates the Project Document, the Issuer shall either (i), upon the earliest of (x) the expiration of such 180 day period, (y) the termination by the Landfill Owner of such Project Document or (z) the receipt of proceeds, if any, of insurance, condemnation or taking with respect to such Event of Loss, promptly make the prepayment described above in this Section or (ii) within such 180 day period, reinvest such proceeds in accordance with the terms and conditions of Section 6.2(b)(iv) of the Amended Note Purchase Agreement. (g) Each Grantor, upon request by the Secured Party, shall make, execute and deliver any and all instruments reasonably requested for the purposes of confirming the assignment of the aforesaid insurance proceeds, awards and compensation to the Secured Party, free and clear of any Liens of any kind or nature whatsoever.