Common use of Insurance Proceeds and Condemnation Awards Clause in Contracts

Insurance Proceeds and Condemnation Awards. (i) In the event of any loss or damage to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e), the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000. If (A) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Agent, provided that (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Agent with notice of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Agent to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. (ia) In the event of any loss or damage to any portion of any Borrowing Base Asset Property due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset Property by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e)domain, the Collateral Administration Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,0001,000,000.00. If (Ai) the loss or damage is less than $5,000,000 1,000,000.00, or (Bii) if the Collateral Administrative Agent elects not to settle such claim or award, then the applicable Loan Party Borrower shall have the right to settle such claim or award without the consent of the Collateral Agent, Lender; provided that (1A) such Loan Party Borrower shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset Property substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law Laws and (2B) such Loan Party Borrower shall provide the Collateral Administrative Agent with notice of the casualty or condemnationcondemnations. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure Failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Notwithstanding the foregoing, provided that the conditions set forth in (A) and (B) above are satisfied and so long as each of the following (1) through (4) is satisfied, the Borrowers shall have the right to settle claims or awards for more than $1,000,000.00, provided that the Administrative Agent shall have the right to settle any claim or award that the Borrowers have not settled on or before one year after the date of such loss or prior to the date of such taking. If (1) no Event of Default exists under this Agreement or the other Loan Documents; (2) no monetary Event of Default has occurred during the preceding twelve (12) months; (3) the proceeds or awards received by the Administrative Agent, together with any additional funds deposited with the Administrative Agent by the Borrowers, are sufficient, in the Administrative Agent’s reasonable discretion, either to restore the affected Borrowing Base Property substantially to its condition before the casualty or to remedy the condemnation; and (4) the Borrowing Base Property will continue to qualify as a Borrowing Base Property following the completion of any such repairs or restoration, then the Borrowers shall be entitled to use the insurance or condemnation proceeds to rebuild the affected Borrowing Base Property or to remedy the effect of the condemnation, as the case may be. In all other cases, the Administrative Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations Indebtedness all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations Indebtedness shall be paid by the Collateral Administrative Agent to the Borrower Borrowers or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. (i) In the event of any loss or damage to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e6.8(h), the Collateral Administrative Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,00010% of the Borrowing Base Value of such Borrowing Base Asset. If (A) the loss or damage is less than $5,000,000 10% of the Borrowing Base Value of such Borrowing Base Asset or (B) if the Collateral Administrative Agent elects not to settle such claim or award, then the applicable Loan Credit Party shall have the right to settle such claim or award without the consent of the Collateral Administrative Agent, ; provided that (1) such Loan Credit Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Credit Party shall provide the Collateral Administrative Agent with notice of the casualty or condemnation. In all other cases, the applicable Loan Credit Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Administrative Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of DefaultDefault except to the extent such proceeds are otherwise applied by the Administrative Agent. The Collateral Administrative Agent shall have the right to settle any claim or award that the Credit Parties have not settled on or before one year after the date of such loss or prior to the date of such taking. The Administrative Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Credit Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage)Conditions. Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Administrative Agent to the Borrower or the party then legally entitled thereto.

Insurance Proceeds and Condemnation Awards. (i) In Promptly following the event of any loss or damage to any portion of any Borrowing Base Asset due to fire or other casualty, receipt thereof by Borrower or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(eits Subsidiaries (other than Foreign Subsidiaries), the Collateral Borrower shall deposit or cause to be deposited with Agent shall have the right, in an interest bearing account (but not the obligation, after the occurrence and during the continuation of an Event of Default, without any obligation to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000. If (Amaximize such interest) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent all of the Collateral Agent, provided that (1) such Loan Party shall use the net cash proceeds of any claim payment or award in excess of $500,000 made to rebuild any such Person under any policy of Property insurance with respect to any Property owned by such Person or restore pursuant to any condemnation award with respect to any such Property; provided such amounts have not theretofore been reasonably expended for the restoration or replacement of the asset in respect of which such payment or award was made. Such amounts shall be collaterally assigned to Agent as security for the Obligations in a manner reasonably acceptable to Agent. Upon delivery to Agent of written certification by Borrower that the applicable Borrowing Base Asset substantially Obligor has reasonably expended amounts or committed in writing to its condition prior to expend amounts for the casualty restoration or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Agent with notice replacement of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle asset in respect of which such claim payment or award without was made, specifying the prior amount expended or concurrent written consent of the Collateral Agent. So committed, so long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an no Default or Event of Default. The Collateral Default shall have occurred and be continuing any such amount deposited with Agent shall have the right (but not the obligation) be released by Agent to collectBorrower; provided, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlementhowever, including reasonable attorney and adjusters’ fees and expenses) that, in the event that an Event within 180 days of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result receipt of such loss payment or damage). Otherwiseaward by Borrower, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application extent Borrower shall not have actually spent or certified to Agent its intention to expend a substantially equivalent amount for the Obligations shall restoration or replacement of the asset in respect of which such payment or award was made or to purchase other assets that may be paid by productively used in the Collateral Agent to business of the Borrower or the party then entitled theretoapplicable Subsidiary, Borrower shall make a prepayment on the Term Loans (using any funds deposited with Agent pursuant to this Section 3.2(b)(1) or other funds) in the amount of the excess of the amount of such payment or award over the amount of such expenditures and/or commitment on such 180th day. Such prepayment shall be applied to the Term Notes secured by the applicable Collateral and shall be applied to scheduled principal installments in inverse order of their maturities.

Insurance Proceeds and Condemnation Awards. (ia) In the event of any loss or damage to any portion of any Borrowing Base Asset the Property due to fire or other casualtya Casualty, or any taking of any portion of any Borrowing Base Asset by condemnation Condemnation, if the loss or under power of eminent domain and provided that damage is greater than the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e)Restoration Threshold, the Collateral Agent shall have the right, but not the obligation, after the occurrence Mortgagor may settle and during the continuation of an Event of Default, to settle adjust insurance claims and condemnation claims or awardsand awards only with the consent of Mortgagee (which consent shall not be unreasonably withheld) and Mortgagee shall have the opportunity to participate, unless the loss or damage is less than $5,000,000at Mortgagor’s cost, in any such adjustments. If (A) the loss or damage is less than $5,000,000 the Restoration Threshold or (B) if the Collateral Agent Mortgagee has the right pursuant to this Section 1.2.3 but elects not to settle such claim or award, then the applicable Loan Party Mortgagor shall have the right to settle such claim or award without the consent of the Collateral AgentMortgagee, provided that (1) such Loan Party the Mortgagor shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation Restoration to the extent permitted by applicable law and (2) such Loan Party Mortgagor shall provide the Collateral Agent Mortgagee with notice of the casualty Casualty or condemnation. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral AgentCondemnation. So long as such Borrowing Base Asset the Property remains a Borrowing Base Collateral Asset, failure to Borrower or Mortgagor shall use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of DefaultRestoration to the extent permitted by applicable law. The Collateral Agent Mortgagee shall have the right to settle any claim or award that the Mortgagor has not settled on or before one year after the date of the applicable Casualty or Condemnation. The Mortgagee shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) Net Proceeds in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage)has occurred and is continuing. Otherwise, all proceeds shall be delivered to the BorrowerMortgagor. Any proceeds Net Proceeds remaining after application to the Obligations shall be paid by the Collateral Agent Mortgagee to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. If (i) In Restoration of the event Project following a Casualty is reasonably expected to cost less than $750,000 (the "Insurance Threshold Amount"), or (ii) the Condemnation Award is reasonably expected to be less than $750,000 (the "Condemnation Threshold Amount"), provided no Default or Event of Default then exists, Borrower may, upon written notice to Administrative Agent but without the need to obtain the prior written consent of Administrative Agent, settle and adjust any claim with respect to a Casualty and settle or agree to any Condemnation Award, and Borrower is hereby authorized to collect such Insurance Proceeds or Condemnation Awards with respect thereto. If Restoration of the Project is reasonably expected to cost an amount equal to or in excess of the Insurance Threshold Amount (a "Significant Casualty", or the Condemnation Award is reasonably expected to be an amount equal to or in excess of the Condemnation Threshold Amount (a "Significant Condemnation Event"), then (i) Borrower shall not, without the reasonable prior written consent of Administrative Agent, settle or adjust any claim of Borrower or agree with any insurer(s) on the amount to be paid in connection with such Significant Casualty, or settle or agree to the amount of any loss or damage such Condemnation Award, and (ii) all Insurance Proceeds and Condemnation Awards shall be due and payable solely to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain Administrative Agent and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as held in a non-Borrowing Base Asset Controlled Account in accordance with Section 5.02(e), the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation of 11.03. If an Event of DefaultDefault exists, with respect to any Casualty or Condemnation, (i) Administrative Agent, in its sole discretion, may settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000. If (A) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such adjust any claim or award without the consent of the Collateral AgentBorrower, provided that (1ii) such Loan Party all Insurance Proceeds and Condemnation Awards shall use the proceeds of any claim or award be due and payable solely to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted and held by applicable law Administrative Agent in a Controlled Account and applied in accordance with Section 11.03, and (2iii) such Loan Party shall provide the Collateral Agent with notice of the casualty or condemnation. In all other caseswithout Administrative Agent's prior consent, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result required by any applicable insurance policy or Applicable Law Borrower shall not take any action or fail to take any action which would cause the amount of such loss the Insurance Proceeds or damage)Condemnation Awards to be affected or determined. Otherwise, all proceeds Administrative Agent shall be delivered under no obligation to question the amount of any Insurance Proceeds or Condemnation Award and may accept the same in the amount in which the same shall be paid. If Borrower is a payee on any check representing Insurance Proceeds with respect to a Significant Casualty, Borrower shall immediately endorse, such check payable to the Borrowerorder of Administrative Agent. Any proceeds remaining after application Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact, coupled with an interest, to endorse such check payable to the order of Administrative Agent. All out-of-pocket expenses incurred by Administrative Agent in the settlement, adjustment and collection of the Insurance shall become part of the Obligations and shall be reimbursed by Borrower to Administrative Agent upon demand. Notwithstanding the occurrence of any Casualty or Condemnation, (i) Borrower shall continue to pay the Obligations at the time and in the manner provided for its payment in this Agreement and the Obligations shall not be paid reduced until any Insurance Proceeds or Condemnation Awards shall have been actually received and applied by Administrative Agent, after the Collateral Agent deduction of expenses of collection, to the reduction or discharge of the Obligations, and (ii) subject to all other provisions of this Agreement, Administrative Agent shall continue to make Loan Advances to Borrower notwithstanding the existence of such Casualty or the party then entitled theretoCondemnation.

Insurance Proceeds and Condemnation Awards. Subject to the provisions of this Article XIV, (ix) In the event of any loss if all or damage to any a portion of any Borrowing Base Asset due Property is damaged or destroyed in whole or in part by a Casualty during the Lease Term for such Property, any insurance proceeds payable with respect to fire or other casualtysuch Casualty shall (subject to the terms of Section 13.1(c)(ii) hereof) be paid directly to the Lessee, or if received by Administrative Agent or any taking Participant, shall be paid over to the Lessee (subject to the terms of Section 13.1(c)(ii) hereof) for the reconstruction, refurbishment and repair of the affected Property, and (y) if the use, access, occupancy, easement rights or title to any portion Property or any part thereof is the subject of a Condemnation during the Lease Term for such Property, then any Borrowing Base Asset award or compensation relating thereto shall be paid to the Lessee; provided, however, that, in each case, if (A) any Lease Event of Default shall have occurred and be continuing or (B) such Casualty or Condemnation is an Event of Loss (or if the proceeds of casualty insurance exceeds $500,000 as set forth in Section 13.l(c)(ii) hereof), then such award, compensation or insurance proceeds shall be paid directly to the Administrative Agent (as assignee of the Lessor) or, if received by condemnation the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent to be distributed by the Administrative Agent as follows: in the case of a Lease Event of Default, such amounts shall be distributed in accordance with the Participation Agreement, and in the case of an Event of Loss, such amounts shall be applied in the Lessor’s and the Administrative Agent’s reasonable discretion (which shall include customary methods, practices, requirements and standards as typically exist in construction loans) to the restoration of such Property or under power toward the payment of eminent domain and provided that the Borrower does not designate applicable Property Cost of the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset affected Property on the applicable Partial Termination Date in accordance with Section 5.02(e), the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000. If (A) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Agent, provided that (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Agent with notice of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Agent to the Borrower or the party then entitled thereto15.1.

Insurance Proceeds and Condemnation Awards. If (i) In Restoration of the event Project following a Casualty is reasonably expected to cost less than One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the "Insurance Threshold Amount"), or (ii) the Condemnation Award is reasonably expected to be less than One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the "Condemnation Threshold Amount"), provided no Default or Event of Default then exists, Borrower may, upon written notice to Administrative Agent but without the need to obtain the prior written consent of Administrative Agent, settle and adjust any claim with respect to a Casualty and settle or agree to any Condemnation Award, and Borrower is hereby authorized to collect such Insurance Proceeds or Condemnation Awards with respect thereto. If Restoration of the Project is reasonably expected to cost an amount equal to or in excess of the Insurance Threshold Amount (a "Significant Casualty", or the Condemnation Award is reasonably expected to be an amount equal to or in excess of the Condemnation Threshold Amount (a "Significant Condemnation Event"), then (i) Borrower shall not, without the reasonable prior written consent of Administrative Agent, settle or adjust any claim of Borrower or agree with any insurer(s) on the amount to be paid in connection with such Significant Casualty, or settle or agree to the amount of any loss or damage such Condemnation Award, and (ii) all Insurance Proceeds and Condemnation Awards shall be due and payable solely to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain Administrative Agent and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as held in a non-Borrowing Base Asset Controlled Account in accordance with Section 5.02(e), the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation of 11.03. If an Event of DefaultDefault exists, with respect to any Casualty or Condemnation, (i) Administrative Agent, in its sole discretion, may settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000. If (A) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such adjust any claim or award without the consent of Borrower, (ii) all Insurance Proceeds and Condemnation Awards shall be due and payable solely to and held by Administrative Agent in a Controlled Account and applied in accordance with Section 11.03, and (iii) without Administrative Agent's prior consent, other than as required by any applicable insurance policy or Applicable Law Borrower shall not take any action or fail to take any action which would cause the Collateral amount of the Insurance Proceeds or Condemnation Awards to be affected or determined. Administrative Agent shall be under no obligation to question the amount of any Insurance Proceeds or Condemnation Award and may accept the same in the amount in which the same shall be paid. If Borrower is a payee on any check representing Insurance Proceeds with respect to a Significant Casualty, Borrower shall immediately endorse, such check payable to the order of Administrative Agent. Borrower hereby irrevocably appoints Administrative Agent as its attorney--in--fact, coupled with an interest, to endorse such check payable to the order of Administrative Agent. All out--of--pocket expenses incurred by Administrative Agent in the settlement, adjustment and collection of the Insurance shall become part of the Obligations and shall be reimbursed by Borrower to Administrative Agent upon demand. Notwithstanding the occurrence of any Casualty or Condemnation, (i) Borrower shall continue to pay the Obligations at the time and in the manner provided for its payment in this Agreement and the Obligations shall not be reduced until any Insurance Proceeds or Condemnation Awards shall have been actually received and applied by Administrative Agent, after the deduction of expenses of collection, to the reduction or discharge of the Obligations, and (ii) subject to all other provisions of this Agreement, Administrative Agent shall continue to make Loan Advances to Borrower notwithstanding the existence of such Casualty or Condemnation. With respect to any Condemnation, (i) the Lenders shall not be limited to the interest paid on the Condemnation Award by the condemning authority but shall be entitled to receive out of the Condemnation Award interest at the rate or rates provided herein or in the Notes and this Agreement, (ii) if the Project or any portion thereof is subject to a Condemnation, provided that any Condemnation Awards are made available to Borrower for such purpose by Administrative Agent, Borrower shall promptly commence and diligently prosecute the Restoration of the Project and otherwise comply with the provisions of Section 11.03, (1iii) such Loan Party shall use if the proceeds of any claim Project is sold, through foreclosure or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition otherwise, prior to the casualty or condemnation to the extent permitted receipt by applicable law and (2) such Loan Party shall provide the Collateral Administrative Agent with notice of the casualty Condemnation Award, Administrative Agent and the Lenders shall have the right, whether or condemnationnot a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations. In all other cases, the The failure by Borrower to apply Condemnation Awards in accordance with this Article XI (not cured within any applicable Loan Party cure period) shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute be an Event of Default. The Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Agent to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. (ia) In the event of any loss or damage to any portion of any Borrowing Base Asset Property due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset Property by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e)domain, the Collateral Administration Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an so long as any Default or Event of Default, Default exists to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than the greater of (i) $5,000,00010,000,000.00 and (ii) ten percent (10%) of the “as is” appraised value of such Borrowing Base Property. If no Default or Event of Default exists and (Ai) the loss or damage is less than the greater of (i) $5,000,000 10,000,000.00 and (ii) ten percent (10%) of the “as is” appraised value of such Borrowing Base Property, or (Biii) if the Collateral Administrative Agent elects not to settle such claim or award, then the applicable Loan Party Borrowing Base Entity shall have the right to settle such claim or award without the consent of the Collateral Agent, Administrative Agent or the Required Lenders; provided that (1A) such Loan Party Borrowing Base Entity shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset Property substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law Laws and (2B) such Loan Party Borrowing Base Entity shall provide the Collateral Administrative Agent with notice of the casualty or condemnationcondemnations. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure Failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Notwithstanding the foregoing, provided that the conditions set forth in (A) and (B) above are satisfied and so long as each of the following (1) through (4) is satisfied, the Loan Parties shall have the right to settle claims or awards for more than $10,000,000.00, provided that the Administrative Agent shall have the right to settle any claim or award that the Loan Parties have not settled on or before one year after the date of such loss or prior to the date of such taking. If (1) no Event of Default exists hereunder or under the other Loan Documents; (2) no monetary Event of Default has occurred during the preceding twelve (12) months; (3) the proceeds or awards received by the Administrative Agent, together with any additional funds deposited with the Administrative Agent by the Loan Parties, are sufficient, in the Administrative Agent’s reasonable discretion, either to restore the affected Borrowing Base Property substantially to its condition before the casualty or to remedy the condemnation; and (4) the Borrowing Base Property will continue to qualify as a Borrowing Base Property following the completion of any such repairs or restoration, then the applicable Borrowing Base Entity shall be entitled to use the insurance or condemnation proceeds to rebuild the affected Borrowing Base Property or to remedy the effect of the condemnation, as the case may be. In all other cases, the Administrative Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations Indebtedness all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations Indebtedness shall be paid by the Collateral Administrative Agent to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. (i) In the event of any loss or damage to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e), the Collateral Administrative Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,0001,000,000. If (A) the loss or damage is less than $5,000,000 1,000,000 or (B) if the Collateral Administrative Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Administrative Agent, ; provided that (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Administrative Agent with notice of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Administrative Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. Notwithstanding the foregoing, provided that the conditions set forth in (1) and (2) above are satisfied and so long as each of the following (w) through (z) is satisfied, the Loan Parties shall have the right to settle claims or awards for more than $1,000,000, provided that the Administrative Agent shall have the right to settle any claim or award that the Loan Parties have not settled on or before one year after the date of such loss or prior to the date of such taking. The Collateral Administrative Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage)Conditions. Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Administrative Agent to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. Subject to the provisions of Section 13.1 hereof and this Article XIV, (ix) In the event of any loss if all or damage to any a portion of the Property is damaged or destroyed in whole or in part by a Casualty during the Lease Term, any Borrowing Base Asset due insurance proceeds payable with respect to fire or other casualtysuch Casualty shall be adjusted by and paid directly to the Lessee, or if received by the Indenture Trustee or any taking Participant, shall be paid over to the Lessee for the reconstruction, refurbishment and repair of the Property, and (y) if the use, access, occupancy, easement rights or title to the Property or any portion part thereof is the subject of a Condemnation during the Lease Term for the Property, then any Borrowing Base Asset award or compensation relating thereto shall be adjusted by condemnation and paid to the Lessee; provided, however, that, in each case, if (A) any Lease Default shall have occurred and be continuing, or under power (B) such Casualty or Condemnation is an Event of eminent domain Loss or (c) the amount of such proceeds, award or compensation equals or exceeds $5,000,000, then such award, compensation or insurance proceeds shall be adjusted jointly by the Lessee and provided that the Borrower does not designate Lessor and paid directly to the Borrowing Base Asset suffering Indenture Trustee (as assignee of the Lessor) or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Indenture Trustee, to be distributed by the Indenture Trustee as follows: (x) in the case of a Lease Default, such loss as a non-Borrowing Base Asset amounts shall be distributed in accordance with Section 5.02(e)7.6(b) of the Participation Agreement or held as additional security for the Lessee's obligations, and (y) in the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation case of an Event of DefaultLoss, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000. If such amounts shall either (A) the loss or damage is less than $5,000,000 or (B1) if the Collateral Agent elects not Lessee has elected the option set forth in Section 14.2(a)(ii), be paid to settle such claim or award, then the applicable Loan Party shall have Lessee for the right to settle such claim or award without the consent repair and restoration of the Collateral Agent, provided that (1Property in accordance with Section 14.2(e) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide if the Collateral Agent with notice Lessee has elected or is deemed to have elected the option set forth in Section 14.2(a)(i), be applied toward the payment of the casualty or condemnation. In all other casesLease Balance in accordance with Section 15.1, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expensesz) in the event that an Event case of Default exists under this Agreement proceeds, awards or the other Loan Documents compensation equal to or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result in excess of $5,000,000, such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations amounts shall be paid to and held by the Collateral Agent Indenture Trustee and, so long as no Lease Default shall have occurred and be continuing, paid to the Borrower or Lessee upon completion of the party then entitled theretorepair and restoration of the Property.

Insurance Proceeds and Condemnation Awards. Subject to the provisions of Section 13.1 hereof and this Article XIV, (ix) In the event of any loss if all or damage to any a portion of any Borrowing Base Asset due Property is damaged or destroyed in whole or in part by a Casualty during the Lease Term for such Property, any insurance proceeds payable with respect to fire or other casualtysuch Casualty shall be adjusted by and paid directly to the Lessee, or if received by the Administrative Agent or any taking Participant, shall be paid over to the Lessee for the reconstruction, refurbishment and repair of the affected Property, and (y) if the use, access, occupancy, easement rights or title to any portion Property or any part thereof is the subject of a Condemnation during the Lease Term for such Property, then any Borrowing Base Asset award or compensation relating thereto shall be adjusted by condemnation and paid to the Lessee; provided, however, that, in each case, if (A) any Lease Default shall have occurred and be continuing, (B) such Casualty or under power Condemnation is an Event of eminent domain Loss or (C) the amount of such proceeds, award or compensation equals or exceeds $2,000,000, then such award, compensation or insurance proceeds shall be adjusted jointly by the Lessee and provided that the Borrower does not designate Lessor and paid directly to the Borrowing Base Asset suffering Administrative Agent (as assignee of the Lessor) or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent, to be distributed by the Administrative Agent as follows: (x) in the case of a Lease Default, such loss as a non-Borrowing Base Asset amounts shall be distributed in accordance with Section 5.02(e)7.6(b) of the Participation Agreement or held as additional security for the Lessee's obligations, and (y) in the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation case of an Event of DefaultLoss, to settle insurance claims such amounts shall, in the Lessor's and condemnation claims or awardsthe Administrative Agent's reasonable discretion, unless the loss or damage is less than $5,000,000. If (A) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Agent, provided that either (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior be paid to the casualty Lessee for the repair and restoration of such Property in accordance with Section 14.2(d) or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide be applied toward the Collateral Agent with notice payment of the casualty or condemnation. In all other cases, applicable Property Cost of the affected Property and related amounts on the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base AssetPartial Termination Date in accordance with Section 15.1, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expensesz) in the event that an Event case of Default exists under this Agreement proceeds, awards or the other Loan Documents compensation equal to or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result in excess of $2,000,000, such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations amounts shall be paid to and held by the Collateral Administrative Agent and, so long as no Lease Default shall have occurred and be continuing, paid to the Borrower or Lessee upon completion of the party then entitled theretorepair and restoration of such Property.

Insurance Proceeds and Condemnation Awards. (i) In the event of any loss or damage to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the if such loss or taking of a Borrowing Base Asset suffering is a total AMERICAS/2023134647.11 80 loss or taking of such loss Borrowing Base Asset following which the Borrower shall not have designated such Borrowing Base Asset as a non-Borrowing Base Asset in accordance with Section 5.02(e), the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards. If, unless after the loss or damage is less than $5,000,000. If (A) occurrence and during the loss or damage is less than $5,000,000 or (B) if continuance of an Event of Default, the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Agent, provided that (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Agent with notice of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Agent shall have the right to settle any claim or award that the Loan Parties have not settled on or before one year after the date of such loss or prior to the date of such taking. Should any insurance proceeds remain after substantial completion of the restoration of a Borrowing Base Asset, such Loan Party shall be permitted to retain such excess insurance proceeds. During the continuation of an Event of Default, the Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Agent to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. (i) In Promptly following the event receipt thereof by Borrower or any of its Subsidiaries, subject to the rights of any loss applicable lessor, Borrower shall deposit or damage cause to be deposited with Agent in an interest bearing account (but without any portion of any Borrowing Base Asset due obligation to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering maximize such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e), the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000. If (Ainterest) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent all of the Collateral Agent, provided that (1) such Loan Party shall use the net cash proceeds of any claim payment or award in excess of $50,000 made to rebuild any such Person under any policy of Property insurance with respect to any Property owned by such Person or restore pursuant to any condemnation award with respect to any such Property; provided such amounts have not theretofore been reasonably expended for the restoration or replacement of the asset in respect of which such payment or award was made. Such amounts shall be collaterally assigned to Agent as security for the Obligations in a manner reasonably acceptable to Agent. Upon delivery to Agent of written certification by Borrower that the applicable Borrowing Base Asset substantially Obligor has reasonably expended amounts or committed in writing to its condition prior to expend amounts for the casualty restoration or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Agent with notice replacement of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle asset in respect of which such claim payment or award without was made, specifying the prior amount expended or concurrent written consent of the Collateral Agent. So committed, so long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an no Default or Event of Default. The Collateral Default shall have occurred and be continuing any such amount deposited with Agent shall have the right (but not the obligation) be released by Agent to collectBorrower; PROVIDED, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlementHOWEVER, including reasonable attorney and adjusters’ fees and expenses) that, in the event that an Event within 180 days of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result receipt of such loss payment or damage). Otherwiseaward by Borrower, all proceeds shall be delivered to the Borrowerextent Borrower shall not have actually spent or certified to Agent its intention to expend a substantially equivalent amount for the restoration or replacement of the asset in respect of which such payment or award was made, Borrower shall make a prepayment on the Loans (using any funds deposited with Agent pursuant to this SECTION 3.2(B)(1) or other funds) in the amount of the excess of the amount of such payment or award over the amount of such expenditures and/or commitment on such 180th day. Any proceeds remaining after application To the extent that such prepayment arises out of an event occurring with respect to Property which does not constitute "current assets", the Obligations Stationary Term Loan Balance shall automatically be paid reduced by the Collateral Agent to the Borrower or the party then entitled theretoamount of such prepayment.

Insurance Proceeds and Condemnation Awards. (ia) In the event of any loss or damage to any portion of any Borrowing Base Asset Property due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset Property by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e)domain, the Collateral Administration Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,000250,000.00. If (Ai) the loss or damage is less than $5,000,000 250,000.00, or (Bii) if the Collateral Administrative Agent elects not to settle such claim or award, then the applicable Loan Party Borrowing Base Entity shall have the right to settle such claim or award without the consent of the Collateral Agent, Administrative Agent or the Required Lenders; provided that (1A) such Loan Party Borrowing Base Entity shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset Property substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law Laws, and (2B) such Loan Party Borrowing Base Entity shall provide the Collateral Administrative Agent with notice of the casualty or condemnationcondemnations. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure Failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral In all other cases, subject to Section 6.18(j) of this Agreement, the Administrative Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations Indebtedness all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations Indebtedness shall be paid by the Collateral Administrative Agent to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. Subject to the provisions of Section 13.1 hereof and this Article XIV, (ix) In the event of any loss if all or damage to any a portion of any Borrowing Base Asset due Property is damaged or destroyed in whole or in part by a Casualty during the Lease Term for such Property, any insurance proceeds payable with respect to fire or other casualtysuch Casualty shall be adjusted by and paid directly to the Lessee, or if received by the Administrative Agent or any taking Participant, shall be paid over to the Lessee for the reconstruction, refurbishment and repair of the affected Property, and (y) if the use, access, occupancy, easement rights or title to any portion Property or any part thereof is the subject of a Condemnation during the Lease Term for such Property, then any Borrowing Base Asset award or compensation relating thereto shall be adjusted by condemnation and paid to the Lessee; provided, however, that, in each case, if (A) any Lease Default shall have occurred and be continuing, or under power (B) such Casualty or Condemnation is an Event of eminent domain Loss or (c) the amount of such proceeds, award or compensation equals or exceeds $2,000,000, then such award, compensation or insurance proceeds shall be adjusted jointly by the Lessee and provided that the Borrower does not designate Lessor and paid directly to the Borrowing Base Asset suffering Administrative Agent (as assignee of the Lessor) or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent, to be distributed by the Administrative Agent as follows: (x) in the case of a Lease Default, such loss as a non-Borrowing Base Asset amounts shall be distributed in accordance with Section 5.02(e)7.6(b) of the Participation Agreement or held as additional security for the Lessee's obligations, and (y) in the Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuation case of an Event of DefaultLoss, to settle insurance claims such amounts shall, in the Lessor's and condemnation claims or awardsthe Administrative Agent's reasonable discretion, unless the loss or damage is less than $5,000,000. If (A) the loss or damage is less than $5,000,000 or (B) if the Collateral Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Agent, provided that either (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior be paid to the casualty Lessee for the repair and restoration of such Property in accordance with Section 14.2(d) or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide be applied toward the Collateral Agent with notice payment of the casualty or condemnation. In all other cases, applicable Property Cost of the affected Property and related amounts on the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Agent. So long as such Borrowing Base Asset remains a Borrowing Base AssetPartial Termination Date in accordance with Section 15.1, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expensesz) in the event that an Event case of Default exists under this Agreement proceeds, awards or the other Loan Documents compensation equal to or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result in excess of $2,000,000, such loss or damage). Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations amounts shall be paid to and held by the Collateral Administrative Agent and, so long as no Lease Default shall have occurred and be continuing, paid to the Borrower or Lessee upon completion of the party then entitled theretorepair and restoration of such Property.

Insurance Proceeds and Condemnation Awards. (i) In the event of any loss or damage to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e)domain, the Collateral Administrative Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,0001,000,000. If (A) the loss or damage is less than $5,000,000 1,000,000 or (B) if the Collateral Administrative Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Administrative Agent, ; provided that (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Administrative Agent with notice of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Administrative Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Administrative Agent shall have the right to settle any claim or award that the Loan Parties have not settled on or before six months after the date of such loss or prior to the date of such taking. The Administrative Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result Conditions, and the Loan Parties agree to pay any such amounts received by them to Administrative Agent upon demand of such loss or damage)Administrative Agent. Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Administrative Agent to the Borrower or the party then entitled thereto.

Insurance Proceeds and Condemnation Awards. (i) In the event of any loss or damage to any portion of any Borrowing Base Asset due to fire or other casualty, or any taking of any portion of any Borrowing Base Asset by condemnation or under power of eminent domain and provided that the Borrower does not designate the Borrowing Base Asset suffering such loss as a non-Borrowing Base Asset in accordance with Section 5.02(e), the Collateral Administrative Agent shall have the right, but not the obligation, after the occurrence and during the continuation of an Event of Default, to settle insurance claims and condemnation claims or awards, unless the loss or damage is less than $5,000,0001,000,000. If (A) the loss or damage is less than $5,000,000 1,000,000 or (B) if the Collateral Administrative Agent elects not to settle such claim or award, then the applicable Loan Party shall have the right to settle such claim or award without the consent of the Collateral Administrative Agent, ; provided that (1) such Loan Party shall use the proceeds of any claim or award to rebuild or restore the applicable Borrowing Base Asset substantially to its condition prior to the casualty or condemnation to the extent permitted by applicable law and (2) such Loan Party shall provide the Collateral Administrative Agent with notice of the casualty or condemnation. In all other cases, the applicable Loan Party shall not settle such claim or award without the prior or concurrent written consent of the Collateral Administrative Agent. So long as such Borrowing Base Asset remains a Borrowing Base Asset, failure to use the insurance proceeds received directly from the insurance company to rebuild and restore the Borrowing Base Asset shall constitute an Event of Default. The Collateral Administrative Agent shall have the right to settle any claim or award that the Loan Parties have not settled on or before one year after the date of such loss or prior to the date of such taking. The Administrative Agent shall have the right (but not the obligation) to collect, retain and apply to the Obligations all insurance and condemnation proceeds (after deduction of all expense of collection and settlement, including reasonable attorney and adjusters’ fees and expenses) in the event that an Event of Default exists under this Agreement or the other Loan Documents or the Borrowing Base Asset no longer meets the Borrowing Base Conditions (other than as a result of such loss or damage)Conditions. Otherwise, all proceeds shall be delivered to the Borrower. Any proceeds remaining after application to the Obligations shall be paid by the Collateral Administrative Agent to the Borrower or the party then entitled thereto.