Common use of Insurance Proceeds Clause in Contracts

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. To the extent permitted under the Fee Mortgage, in the event of a loss in excess of the Threshold Amount, the proceeds of any insurance applicable to the particular casualty (net of any deductible), less any cost and expense incurred in adjusting or collecting such proceeds (hereinafter sometimes referred to as the "Net Insurance Proceeds") shall be deposited in an interest bearing account with a bank or trust company having a capital and surplus of at least $500,000,000, in trust, and such party (hereinafter referred to as the "Trustee") shall make available such Net Insurance Proceeds upon the terms and conditions hereinafter set forth. The Net Insurance Proceeds shall be disbursed from time to time at the request of and at the direction of Tenant and upon the reasonable approval of Landlord after approval of any work, to the parties whom Tenant may employ to perform the restoration work, as same shall progress, or to Tenant, if Tenant shall make or pay for the cost of any restoration work, in reimbursement for the fair value of the work and materials actually incorporated in the Premises. Such payments shall be made by such Trustee from time to time, upon the written request of Tenant, by a duly authorized officer of Tenant, which shall be accompanied by a certificate, addressed to the Trustee, and to Landlord and to the holder of any Fee Mortgage, of the architect or engineer in charge of the restoration work, setting forth that the amount that any Indemnifying Party then requested to be withdrawn either has been paid by Tenant or is properly due to contractors, subcontractors, materialmen, engineers, architects, or may be required to provide indemnification other persons who have rendered services or furnished materials in connection with such restoration work. In the event of a loss equal to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3less than the Threshold Amount, as applicable, the Net Insurance Proceeds relating thereto shall be reduced (retroactively assigned or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall notpaid directly to Tenant, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing applied by an Indemnifying Party. Rather, Tenant in accordance with the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Section 14.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 2.2 or Section 4.32.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 3.2 or Section 4.33.3, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties (including any captive insurance companies of the Indemnifying Party or its Affiliates) by or on behalf of such Indemnitee in respect of the related LossLoss (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts). The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall will be (i) entitled to a “windfall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The (i) In determining the amount that of any Indemnifying Party loss, liability or expense for which any indemnified party is entitled to indemnification under this Agreement, the gross amount thereof will be reduced by any insurance proceeds actually paid to any indemnified party; provided, however, if such party has been indemnified hereunder but does not actually receive such insurance proceeds until after being indemnified, such party shall reimburse the indemnifying party for amounts paid to such party to the extent of the insurance proceeds so received. (ii) Following the Closing Date, if Buyer should suffer any loss, liability or may expense covered by any of Seller's insurance policies and wishes to make a claim against the issuer of such policy, Seller shall use its best efforts to assist Buyer in ascertaining and establishing coverage, pursuing such claim and collecting under such policy. In connection with the foregoing sentence, Seller shall not be required to provide indemnification incur any costs (including attorneys' fees or demonstrable increases in insurance premiums), other than normal overhead expenses, or to or on behalf forego any similar claim of any Indemnitee its own with respect to the same occurrence, in assisting Buyer in these efforts, unless Seller shall otherwise be obligated to indemnify Buyer pursuant to Section 4.2 9(a). (iii) Following the Closing Date, if Seller should suffer any loss, liability or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) expense covered by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of Buyer's insurance policies and wish to make a claim against the issuer of such Indemnitee policy, Buyer shall use its best efforts to assist Seller ascertaining and establishing coverage, pursuing such claim and collecting under such policy. In connection with the foregoing sentence, Buyer shall not be required to incur any costs (including attorneys' fees or demonstrable increases in insurance premiums), other than normal overhead expenses, or to forego any similar claim of its own with respect to the same occurrence, in assisting Seller in these efforts, unless Buyer shall otherwise be obligated to indemnify Seller pursuant to Section 9(b). (iv) If both an indemnifying party and an indemnified party have insurance coverage respecting a particular claim for which indemnification is provided pursuant to Sections 9(a) and 9(b), the parties agree that the insurance coverage of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third indemnifying party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to will be called upon before the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full insurance coverage of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it indemnified party is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)called upon.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 5.2 or Section 4.3, 5.3 as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from unaffiliated third parties (and excluding any captive insurance companies of the Indemnitee or its Affiliates or any Taxing Authority) by or on behalf of such Indemnitee in respect of the related LossLoss (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts). The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall will be (i) entitled to a “windfall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an The Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss will use and later receives Insurance Proceeds or other amounts in respect will cause its Affiliates to use commercially reasonable efforts to pursue claims against applicable insurers for coverage of such indemnifiable LossLoss under such policies, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay subject to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Section 6.11.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 Sections 1.2, 1.3 or Section 4.31.4, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a “wind-fall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 6.2 or Section 4.36.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount If any Losses sustained by a Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall cause such Indemnified Party to use reasonable best efforts to collect such insurance proceeds or indemnity, contribution or similar payments; provided that any Indemnifying in no event shall the Indemnified Party is or may be required to provide indemnification initiate any Litigation to pursue or on behalf of collect such proceeds, indemnity contribution or similar payment. If any Indemnitee pursuant Indemnified Party actually receives such insurance proceeds or indemnity, contribution or similar payments prior to Section 4.2 or Section 4.3being indemnified with respect to such Losses under this Article 8, as applicable, the payment under this Article 8 with respect to such Losses shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf the after-tax amount of such Indemnitee insurance proceeds or indemnity, contribution or similar payments (less reasonable attorneys’ fees and other reasonable out-of-pocket expenses incurred in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against connection with such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligatedrecovery). If an Indemnitee any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party has actually already received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds indemnification under this Article 8 for some or other amounts in respect all of such indemnifiable LossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds pay (or other amounts in trust for the benefit of shall cause to be paid to) the Indemnifying Party the lesser of (or Indemnifying Partiesa) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts receivedindemnity, up to contribution or similar payment (less the costs and expenses incurred in connection with such recovery) and (b) the aggregate amount of any payments received from the paid by Indemnifying Party pursuant to this Agreement in all Indemnified Parties with respect to such Losses. Each party shall use reasonable best efforts to mitigate all Losses for which such party is or may be entitled to indemnification hereunder (and the costs and expenses of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee mitigation shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceedsconstitute Losses).

Insurance Proceeds. The amount that With the exception of those moneys: (a) which relate to a particular claim and do not exceed £2,500,000; (b) are paid under third party liability insurance to the relevant third party; or (c) which relate to (a) Insurances of leasehold property or leasehold equipment in cases where the relevant lessor is named as loss payee, and (b) Insurances in favour of lenders to any Indemnifying Party member of the Group where the relevant borrowing is (A) a Permitted Borrowing and (B) either a Finance Lease or may secured by a Permitted Encumbrance and (C) either the relevant lender is named as loss payee or naming the Security Trustee would be required contrary to provide indemnification to or on behalf the terms of the relevant borrowing; all moneys receivable by virtue of any Indemnitee pursuant to Section 4.2 of the Insurances on or Section 4.3, as applicable, after the Enforcement Date shall be reduced paid to the Security Trustee (retroactively or prospectivelyif not paid by the insurers directly to the Security Trustee shall be held on trust for the Security Trustee) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect and shall, at the option of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall notSecurity Trustee, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive applied in replacing, restoring or reinstating the absence of property or assets destroyed, damaged or lost (any deficiency being made good by the foregoing indemnification provisions, Chargor) or (ii) relieved (except where the Chargor is obligated (as landlord or tenant) to lay out such moneys under any lease of any of the responsibility Charged Assets) credited (for a period not exceeding 30 days at the end of which period such moneys shall, at the option of the Security Trustee, be applied in accordance with either (i) above or (iii) below) to pay any claims an account charged to the Security Trustee (on behalf of the Beneficiaries) in a manner acceptable to the Security Trustee and at the cost of the Chargor as a continuing security for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect and discharge of the Secured Obligations or (iii) (except where the Chargor is obliged (as landlord, tenant, lessor or lessee) to lay out such insurance moneys under the provisions of any indemnifiable Loss and later receives Insurance Proceeds lease of any of the Charged Assets) applied in reduction of the Secured Obligations. Without prejudice to the foregoing provisions of this Clause 10 the Security Trustee agrees to negotiate with the Chargor in good faith as to the application of any insurance proceeds paid to or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in held on trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Security Trustee.

Insurance Proceeds. The amount Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any Indemnifying Party is applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all proceeds payable by reason of any loss or may be damage to the Leased Property, any Capital Additions or any part(s) or portion(s) thereof under any policy of insurance required to provide indemnification to or on behalf be carried hereunder (the “Insurance Proceeds”) in excess of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicableFive Hundred Thousand Dollars ($500,000) per occurrence (the “Proceeds Threshold”), shall be reduced (retroactively paid to Lessor and made available by Lessor to Lessee from time to time for the reasonable costs of reconstruction or prospectivelyrepair, as the case may be, of any damage to or destruction of the Leased Property, any Capital Additions or any part(s) by any or portion(s) thereof. Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to receive Insurance Proceeds or other in amounts actually recovered from third parties by or on behalf of such Indemnitee in respect less than the Proceeds Threshold; provided, however, that Lessor shall be entitled to receive all Insurance Proceeds payable during the last three (3) years of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer Term or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant casualty or damage for which the restoration period is reasonably expected to extend beyond the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Partythen remaining Term. Rather, Any excess Insurance Proceeds remaining after the Indemnifying Party shall make payment in full completion of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party restoration or reconstruction of the entire claim of the Indemnitee for Insurance Proceeds Leased Property and any Capital Additions (or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsevent neither Lessor nor Lessee is required or elects to repair and restore, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of all such Insurance Proceeds) shall be retained by Lessor except as otherwise specifically provided below in this Article XIV. Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all salvage resulting from any risk covered by insurance shall belong to Lessor. Any Insurance Proceeds required to be disbursed by Lessor to Lessee hereunder shall be disbursed substantially in accordance with the terms and provisions of Section 9.5.1 hereof relating to disbursements of funds from any Replacement Reserve, subject to such additional terms or conditions to disbursement with which Lessor may, from time to time, reasonably require Lessee to comply.

Insurance Proceeds. The amount of any and all Losses for which indemnification is provided pursuant to this Article V shall be net of any amounts actually received by the Indemnified Party (or the Company, if applicable) under insurance policies in effect at the Closing (other than self insurance, retrospective or similar insurance) with respect to such Losses. In the event that any Indemnifying Party is claim for indemnification asserted under this Article V is, or may be required to provide indemnification to or on behalf be, the subject of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect insurance coverages of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer Company or any other party to this Agreement or other right to indemnification or contribution from any third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence "Third Party Contributor"), each of the foregoing indemnification provisionsCompany and the Indemnified Party agrees to promptly notify the applicable insurance carrier of such claim and tender defense thereof to such carrier, or (ii) relieved and shall also promptly notify any potential Third Party Contributor. Each of the responsibility Company and each Indemnified Party agrees to pay any claims for which it is obligated. If an Indemnitee has received pursue, at the payment required by this Agreement from an Indemnifying Party in respect sole cost and expense of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receiptsuch claims diligently and to reasonably cooperate, a sum equal to at the amount sole cost and expense of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, with each such insurance carrier and Third Party Contributor, and the Indemnitee Indemnified Party agrees to make no claim for indemnification under this Article V for a period of 180 days after such claim for insurance or contribution is made. If insurance coverage or contribution is denied (in whole or in part), or if no resolution of an insurance or contribution claim shall pay each have occurred within such 180 days, the Indemnified Party may proceed for indemnification under this Article V, and such Indemnifying Party, its proportionate share (based on payments received from Party shall be surrogated to the Indemnifying Parties) rights of the Indemnified Party against such Insurance Proceeds)insurance carrier or Third Party Contributor.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 5.2 or Section 4.35.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that (a) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 11 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 11 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 11.1 through 11.8, in connection with any matter subject to indemnification under this Article 11, all parties shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; PROVIDED, HOWEVER, that there is no duty to provide notice, cooperate or assist with respect to an Indemnified Party's insurance policies where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, under this Article 11 shall be reduced (retroactively or prospectively) appropriately. In the event an Indemnified Party receives insurance proceeds after being paid by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 11, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to such matter. Nothing in this Agreement in respect Section 11.9 shall be deemed to waive or limit the subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee Indemnified Party pursuant to Section 4.2 Sections 13.1 or Section 4.313.2, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third unaffiliated third-parties (and excluding any captive insurance companies of the Indemnified Party or its Affiliates) by or on behalf of such Indemnitee Indemnified Party in respect of the related LossClaims (net of any corresponding increase in premium payments or other related increases in insurance expenses of the Indemnified Party). The existence of a claim by an Indemnitee Indemnified Party for monies from an insurer or against a third third-party in respect of any indemnifiable Loss shall Claims will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for Insurance Proceeds or against such third third-party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third third-party shall will be (i) entitled to a “wind-fall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that (a) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 11 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 11 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 11.1 through 11.7, in connection with any matter subject to indemnification under this Article 11, all parties shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; provided, however, that there is no duty to provide notice, cooperate or assist with respect to an Indemnified Party's insurance policies (including the Insurance Policies) where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, under this Article 11 shall be reduced (retroactively or prospectively) appropriately. In the event an Indemnified Party receives insurance proceeds after being paid by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 11, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to such matter. Nothing in this Agreement in respect Section 11.8 shall be deemed to waive or limit the subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount that (a) Where no Event of Default has occurred and is continuing: (i) any Indemnifying Party is or may be required to provide indemnification to or on behalf payment in respect of any Indemnitee pursuant damage or loss which is less than the Major Casualty Amount shall be payable directly to Section 4.2 the Borrower or Section 4.3at its request to any repairer or supplier of replacement parts against an invoice, provided that: (A) the Borrower must first demonstrate to the reasonable satisfaction of the Facility Agent that the relevant repairs or replacement process, as applicable, shall can be reduced commenced within ninety (retroactively or prospectively90) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf days of the date of such Indemnitee damage or loss and completed within the earlier of one (1) year of the date of such damage or loss and two hundred seventy (270) days after commencement thereof; and (B) the failure of any of the conditions set forth in subclause (A) above to be satisfied in accordance with their terms shall constitute a mandatory prepayment event requiring the Borrower to (I) prepay the Loan in an amount equal to the relevant insurance payment (such prepayment to be applied to the Loan in the inverse order of maturity of amounts due thereunder) and (II) pay accrued interest and all amounts payable pursuant to Clause 9 (Broken Funding Indemnity) in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party amount so prepaid; and (ii) any payment in respect of any indemnifiable Loss damage or loss which exceeds the Major Casualty Amount shall notbe payable (in full and not just as to the excess) to the Security Agent and applied to the Loan in accordance with Clause 32.5 (Partial Payments) or, howeverif so requested by the Borrower and with the prior written consent of the Facility Agent, delay which shall not be withheld if no Default shall have occurred and be continuing, may be paid directly to the Borrower or at its request to any repairer or supplier of replacement parts against an invoice. (b) Where an Event of Default shall have occurred and be continuing, any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss damage or loss shall be payable in accordance with the instructions of the Facility Agent and later receives Insurance Proceeds or other amounts applied to the Loan in accordance with Clause 32.5 (Partial Payments). (c) Any payment in respect of such indemnifiable Loss, then such Indemnitee a Total Loss made by the insurers shall hold such Insurance Proceeds or other amounts in trust for be paid to the benefit Security Agent (without prejudice to the obligation of the Indemnifying Party Borrower pursuant to Clause 24.4 (or Indemnifying PartiesTotal Loss)) and shall pay applied to the Indemnifying PartyLoan in accordance with Clause 32.5 (Partial Payments) and, as promptly as practicable after receiptif the Borrower has paid or procured the payment of all amounts due under Clause 24.4 (Total Loss), a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement insurance proceeds in respect of such indemnifiable a Total Loss (or, if there is more than one Indemnifying Party, shall be paid to the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Borrower.

Insurance Proceeds. The amount Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any Indemnifying Party is applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all proceeds payable by reason of any loss or may be damage to the Leased Property, any Capital Additions or any part(s) or portion(s) thereof under any policy of insurance required to provide indemnification to or on behalf be carried hereunder (the “Insurance Proceeds”) in excess of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicableFive Hundred Thousand Dollars ($500,000.00) per occurrence (the “Proceeds Threshold”), shall be reduced (retroactively paid to Lessor and made available by Lessor to Lessee from time to time for the reasonable costs of reconstruction or prospectivelyrepair, as the case may be, of any damage to or destruction of the Leased Property, any Capital Additions or any part(s) by any or portion(s) thereof. Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to receive Insurance Proceeds or other in amounts actually recovered from third parties by or on behalf of such Indemnitee in respect less than the Proceeds Threshold; provided, however, that Lessee shall be entitled to receive all Insurance Proceeds payable during the last three (3) years of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer Term or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant casualty or damage for which the restoration period is reasonably expected to extend beyond the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Partythen remaining Term). Rather, Any excess Insurance Proceeds remaining after the Indemnifying Party shall make payment in full completion of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party restoration or reconstruction of the entire claim of the Indemnitee for Insurance Proceeds Leased Property and any Capital Additions (or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsevent neither Lessor nor Lessee is required or elects to repair and restore, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of all such Insurance Proceeds) shall be retained by Lessor except as otherwise specifically provided below in this Article XIV. Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all salvage resulting from any risk covered by insurance shall belong to Lessor. Any Insurance Proceeds required to be disbursed by Lessor to Lessee hereunder shall be disbursed substantially in accordance with the terms and provisions of Section 9.5.1 hereof relating to disbursements of funds from any Replacement Reserve, subject to such additional terms or conditions to disbursement with which Lessor may, from time to time, reasonably require Lessee to comply.

Insurance Proceeds. The amount (a) In the event that, after the execution of this Agreement, but prior to the Closing Date, any New Diamond Asset or Retained Asset is subject to loss, destruction or damage to the building or other improvements thereon (a “Casualty”) or the exercise of eminent domain by a governmental authority (a “Condemnation”): (i) Subject to Section 2.9(a)(ii), at the Closing the Company shall (A) retain, or shall transfer and convey to New Diamond or one or more of Onyx’s Designated Affiliates, as applicable, all net proceeds the Company or any of its Subsidiaries have received from any third party insurance claims, condemnation awards, compensation or other reimbursements relating to such Casualty or Condemnation (except as to proceeds of business interruption, rental and lost profits insurance for periods up to and including the Effective Time, whenever received, to the extent that such proceeds have not already been used by the Company or any Indemnifying Party of its Subsidiaries to repair any such loss, destruction or damage) and except to the extent such proceeds are used or intended to be used to reimburse the Company or such Subsidiaries for any out-of-pocket costs, expenses, damages or losses suffered or incurred by the Company or its Subsidiaries during the period up to and including the Effective Time) and (B) to the extent such proceeds have not already been used by the Company or its Subsidiaries to repair any such loss, destruction or damage, assign to New Diamond (in the case of a Casualty relating to a New Diamond Asset) or to one or more of Onyx’s Designated Affiliates (in the case of a Casualty relating to a Retained Asset) the right to receive any future proceeds of such Casualty or Condemnation receivable after the Effective Time, including as to business interruption insurance, rental and lost profits insurance for any period after the Effective Time). (ii) If any such Casualty is not covered under the Company’s or may be required to provide indemnification to any of its Subsidiaries’ third party insurance policies and in the event of a store that has suffered a Casualty where the landlord is responsible for such repairs, loss or on behalf of any Indemnitee destruction pursuant to Section 4.2 the terms of the relevant Lease, the applicable the Company or Section 4.3its Subsidiary, as applicable, shall be reduced assign the applicable lease to New Diamond or one or more of Onyx’s Designated Affiliates, as applicable, and, without any additional payment from New Diamond or such Onyx Designated Affiliate(s), the Company or such Subsidiary shall assign to New Diamond or such Onyx Designated Affiliate(s) any claim they have under such lease with respect thereto. (retroactively b) Any party receiving a notice of Casualty or prospectively) by Condemnation shall notify all other parties in accordance with Section 9.10. Notwithstanding anything to the contrary contained in this Separation Agreement, in no event will any Insurance Proceeds Casualty or other amounts actually recovered from third parties by Condemnation constitute the breach of any representation, warranty or on behalf of such Indemnitee in respect covenant of the related Loss. The existence Company contained in this Separation Agreement. (c) Notwithstanding anything to the contrary in this Separation Agreement, under no circumstances shall (1) the Company, New Diamond or any of their respective Affiliates be responsible for any retention or deductible payable with respect to any Casualty or Condemnation and (2) any payments on account of a claim by an Indemnitee for monies from an insurer Casualty or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer Condemnation or any other third party shall loss be (i) entitled to a benefit it would not be entitled to receive in required after the absence of the foregoing indemnification provisionsClosing Date from Xxxxx American Corporation, or (ii) relieved any other Subsidiary or Affiliate of SV or the responsibility Company that has underwritten an insurance policy with respect to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds New Diamond Asset or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Retained Asset.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 3.1 or Section 4.33.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related LossLoss (net, in each case, of increased insurance premiums and charges (including any retrospective premium adjustments) related directly and solely to the related indemnifiable Losses and reasonable costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts). The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a “windfall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf All insurance proceeds payable as a result of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, such casualty under policies of insurance against the same and received by Tenant shall be reduced deposited with an escrow agent mutually agreed upon by both parties (retroactively the "Depository") and shall be applied as follows: (a) in the event that Tenant elects not to complete the Restoration or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of fails to make such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Ratherelection as provided above, the Indemnifying Party insurance proceeds shall make payment in full of the amount determined to be due and owing by it against an assignment applied by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be Depository as follows: (i) entitled First, to a benefit it would not be entitled paid to receive in the absence Tenant for removal of the foregoing indemnification provisionsremaining structure, or including all debris and rubbish, so as to restore the Premises to the same condition as of the Commencement Date hereof; (ii) relieved Second, to be paid to Tenant to satisfy any indebtedness incurred by Tenant solely for the construction, replacement or repair of the responsibility Building and other Improvements on the Premises; (iii) Third, to be paid to Tenant for the amount expended by Tenant in connection with the construction of the ramp and the hook-up and related costs for electrical and water utilities on the Premises; and (iv) Fourth, the balance, if any, of such proceeds shall be divided between Tenant and the Ground Lessor in such a way that Ground Lessor receives the amount equal to such balance multiplied by the ratio of which the numerator is the number of months that Tenant has subleased the Premises hereunder and the denominator is 408, which is the total number of months of the maximum term under this Sublease, as determined by the sum of months in the Initial Term and all five (5) Extensions Terms, and the Tenant receives the remainder, if any, of such balance. (b) in the event that the Tenant elects to complete the Restoration, the insurance proceeds shall be applied by the Depository to the Tenant or as the Tenant may direct from time to time as the Restoration progresses, to pay any claims or reimburse the Tenant for which it the cost of the Restoration, upon Tenant's written request accompanied by evidence satisfactory to the Landlord that an amount equaling the amount requested is obligated. If an Indemnitee then due and payable or has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss been paid, and later receives Insurance Proceeds or other amounts in respect is properly a part of such indemnifiable Losscost, then and that the net insurance proceeds not yet advanced will be sufficient to complete the Restoration. Before such Indemnitee construction commences and at any time thereafter upon notice to it from the Landlord, the Tenant shall hold deposit with the Depository such Insurance Proceeds sums as are required to complete the Restoration. Upon receipt by the Landlord and Ground Lessor of evidence satisfactory to them that such Restoration has been completed and the cost thereof paid in full, and that no mechanics', materialmen' or other amounts similar lien for labor or materials supplied in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay connection therewith may attach to the Indemnifying PartyPremises, as promptly as practicable after receiptthe balance, a sum equal to the amount if any, of such Insurance Proceeds proceeds shall be paid to Tenant or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)as it may direct.

Insurance Proceeds. The amount that (a) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 12 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 12 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 12.1 through 12.6, in connection with any matter subject to indemnification under this Article 12, all parties shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; provided however, that there is no duty to provide notice, cooperate or -------- ------- assist with respect to an Indemnified Party's insurance policies (including the Insurance Policies) where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, under this Article 12 shall be reduced (retroactively or prospectively) appropriately. In the event an Indemnified Party receives insurance proceeds after being paid by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 12) the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to such matter. Nothing in this Agreement in respect Section 12.7 shall be deemed to waive or limit the subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount that (a) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 11 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 11 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 11.1 through 11.7, in connection with any matter subject to indemnification under this Article 11, all parties shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; provided, however, that there is no duty to provide notice, cooperate or assist with respect to an Indemnified Party’s insurance policies (including the Insurance Policies) where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, under this Article 11 shall be reduced (retroactively or prospectively) appropriately. In the event an Indemnified Party receives insurance proceeds after being paid by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 11, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to such matter. Nothing in this Agreement in respect Section 11.8 shall be deemed to waive or limit the subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 5.2 or Section 4.35.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an a third-party insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no third-party insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that With the exception of those moneys: (a) which relate to a particular claim and do not exceed £2,500,000; (b) are paid under third party liability insurance to the relevant third party; or (c) which relate to (a) Insurances of leasehold property or leasehold equipment in cases where the relevant lessor is named as loss payee, and (b) Insurances in favour of lenders to any Indemnifying Party member of the Group where the relevant borrowing is (A) a Permitted Borrowing and (B) either a Finance Lease or may secured by a Permitted Encumbrance and (C) either the relevant lender is named as loss payee or naming the Security Trustee would be required contrary to provide indemnification to or on behalf the terms of the relevant borrowing; all moneys receivable by virtue of any Indemnitee pursuant to Section 4.2 of the Insurances on or Section 4.3, as applicable, after the Enforcement Date shall be reduced paid to the Security Trustee (retroactively or prospectivelyif not paid by the insurers directly to the Security Trustee shall be held on trust for the Security Trustee) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect and shall, at the option of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall notSecurity Trustee, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive applied in replacing, restoring or reinstating the absence of property or assets destroyed, damaged or lost (any deficiency being made good by the foregoing indemnification provisions, Chargor which owned the same) or (ii) relieved (except where the Chargor concerned is obligated (as landlord or tenant) to lay out such moneys under any lease of any of the responsibility Charged Assets) credited (for a period not exceeding 30 days at the end of which period such moneys shall, at the option of the Security Trustee, be applied in accordance with either (i) above or (iii) below) to pay any claims an account charged to the Security Trustee (on behalf of the Beneficiaries) in a manner acceptable to the Security Trustee and at the cost of the Chargor concerned as a continuing security for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect and discharge of the Secured Obligations or (iii) (except where the Chargor concerned is obliged (as landlord, tenant, lessor or lessee) to lay out such insurance moneys under the provisions of any indemnifiable Loss and later receives Insurance Proceeds lease of any of the Charged Assets) applied in reduction of the Secured Obligations. Without prejudice to the foregoing provisions of this Clause 10 the Security Trustee agrees to negotiate with the Chargor concerned in good faith as to the application of any insurance proceeds paid to or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in held on trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Security Trustee.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third unaffiliated third-parties (and excluding any captive insurance companies of the Indemnified Party or its Affiliates) by or on behalf of such Indemnitee in respect of the related LossLoss (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts). The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall will be (i) entitled to a “windfall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying All Insurance Proceeds in respect of a Mortgaged Property (other than Insurance Proceeds attributable to insurance required pursuant to Section 6.13(a)(ii) and (iii)) and the right thereto are hereby irrevocably assigned and pledged by each Loan Party is or may be required to provide indemnification to or the Administrative Agent for the benefit of the Lenders, and the Administrative Agent on behalf of the Lenders is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; provided, however, that (x) such assignment and pledge with respect to any Indemnitee pursuant such Mortgaged Property is subject to Section 4.2 any requirements of any Ground Lease affecting such Mortgaged Property, (y) if no Event of Default shall have occurred and be continuing and the Borrower certifies to the Administrative Agent that the Restoration of the affected Property will be commenced within sixty days of the occurrence of the receipt of Insurance Proceeds and will be completed within one year thereafter and not later than June 30, 2004, such Loan Party shall have the right to direct the Administrative Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Mortgaged Property and (2) to pay to such Loan Party all proceeds of any related business interruption insurance. Each Loan Party agrees to execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Mortgaged Properties as the Administrative Agent may reasonably require and shall otherwise cooperate with the Administrative Agent in obtaining for the Administrative Agent and the Lenders the benefit of any Insurance Proceeds lawfully or Section 4.3equitably payable in respect of any such Mortgaged Property, subject to the provisos above. During the continuance of an Event of Default, the Administrative Agent is hereby authorized and empowered by the Borrower to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and the Borrower hereby irrevocably appoints and constitutes the Administrative Agent as the Borrower's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Mortgaged Property in excess of $500,000 without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that this provision shall not restrict the right of the lessor under any applicable Ground Lease (1) to settle, adjust or compromise any claim for Insurance Proceeds to the extent such lessor is granted the power to do so under such Ground Lease or (2) to approve any settlement, adjustment or compromise of any claim for Insurance Proceeds to the extent the approval of such lessor is required under such Ground Lease. Subject to the requirements of any Ground Lease affecting any Mortgaged Property, each insurance company concerned is hereby authorized and directed to make payment of all Insurance Proceeds in respect of each of the Mortgaged Properties payable by it directly to the Administrative Agent. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Mortgaged Property, such Loan Party or Subsidiary shall (subject to the requirements of any Ground Lease affecting such Property) promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to the Administrative Agent and each Loan Party covenants that until so paid over to the Administrative Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Administrative Agent and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount that (a) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 11 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 11 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 11.1 through 11.6, in connection with any matter subject to indemnification under this Article 11, each party shall cooperate with the other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; provided, however, --------- -------- that there is no duty to provide indemnification notice, cooperate or assist with respect to an Indemnified Party's insurance policies (including the Insurance Policies) where the Indemnified Party determines in its sole discretion that such notice, cooperation or on behalf assistance could invalidate any portion of any Indemnitee pursuant the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to Section 4.2 or Section 4.3retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, as applicable, provided in Section 11.8 the amount for which such Indemnified Party is entitled to indemnification under this Article 11 shall be reduced (retroactively or prospectively) appropriately. In the event an Indemnified Party receives insurance proceeds after being paid by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 11, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to such matter. Nothing in this Agreement in respect Section 11.7 shall be deemed to waive or limit the subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled If, under any of the circumstances described above, Tenant elects to a benefit it would not rebuild or repair the Improvements, Tenant shall be entitled to receive the insurance proceeds for use in the absence of the foregoing indemnification provisionssuch rebuilding or repair, or unless Tenant is obligated pursuant to a Mortgage to pay any such proceeds over to a Mortgagee. (ii) relieved If the Lease is terminated by Tenant following a casualty loss, Tenant shall be obligated to remove any and all debris from the Land. (iii) If Tenant terminates the Lease and does not rebuild or repair the Improvements, the insurance proceeds shall be allocated between Landlord and Tenant as follows: (a) First, an amount necessary to remove any and all debris from the Land shall be paid to Tenant for such purpose; (b) The remainder of the responsibility insurance proceeds shall be divided between Landlord and Tenant as follows: (1) In the event that the Lease is terminated during the Initial Term and prior to pay any claims for which it is obligated. If an Indemnitee has received the payment required exercise by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit Tenant of the Indemnifying Party (or Indemnifying Parties) and Renewal Option, Tenant shall pay to receive a portion of the Indemnifying Party, as promptly as practicable after receipt, a sum insurance proceeds equal to the amount total insurance proceeds times a fraction, the numerator of such Insurance Proceeds which is the number of years or other amounts receivedpartial years which remains on the Lease Term, up and the denominator of which is 45, with the balance of the insurance proceeds to be paid to Landlord, being the total insurance proceeds times a fraction, the numerator of which is the number of years which have expired on the Initial Lease Term, and the denominator of which is 45; (2) In the event that the Lease is terminated during the Renewal Term (or during the Initial Term, but subsequent to the aggregate amount exercise by Tenant of any payments received from the Indemnifying Party pursuant Renewal Option), Tenant shall receive a portion of the insurance proceeds equal to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Partythe total insurance proceeds times a fraction, the Indemnitee shall pay each Indemnifying Partynumerator of which is the number of years or partial years which remains on the Lease Term, its proportionate share and the denominator of which is 70, with the balance of the insurance proceeds to be paid to Landlord, being the total insurance proceeds times a fraction, the numerator of which is the number of years which have expired on the Lease Term, and the denominator of which is 70. (based on payments received from the Indemnifying Partiesiv) For purposes of such Insurance Proceeds).this Section 10:

Insurance Proceeds. The Notwithstanding anything contained herein to the contrary, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 Claims incurred or Section 4.3, as applicable, suffered by an Indemnified Party shall be reduced calculated after giving effect to (retroactively a) any insurance proceeds actually received by the Indemnified Party (or prospectivelyany of its Affiliates) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of with respect to such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect Claims, net of any indemnifiable Loss shall notcosts or expenses incurred by such Indemnified Party in making the claim for such proceeds, and (b) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third person; provided, however, delay that no Indemnified Party shall have any payment pursuant obligation to the indemnification provisions contained herein and otherwise determined to be due and owing pursue such insurance proceeds or recovery from third persons. If any such proceeds or recoveries are received by an Indemnifying Party. Rather, the Indemnifying Indemnified Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer (or any other third party shall be (iof its Affiliates) entitled with respect to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from Claims after an Indemnifying Party in has made a payment to the Indemnified Party with respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of to such indemnifiable LossClaim, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Indemnified Party (or Indemnifying Partiessuch Affiliate) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal Party the amount of such proceeds or recoveries (up to the amount of the Indemnifying Party’s payment with respect to such Insurance Proceeds or other amounts received, up Claim). As a courtesy to the aggregate amount of any payments received from Indemnifying Party, if requested by the Indemnifying Party pursuant to this Agreement in respect following the delivery of such indemnifiable Loss (or, if there is more than one Indemnifying Partya Notice of Claim, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from Indemnified Party will endeavor to indicate to the Indemnifying Parties) Party whether the Losses set forth in such Notice of Claim are covered under the Indemnified Party’s insurance policies; provided, however, that in no event shall the Indemnified Party have any obligation to pursue recovery under any such Insurance Proceeds)insurance policy; provided, further, however, that in no event shall the failure of the Indemnified Party to provide any such indication as to availability of insurance under any insurance policy or to pursue recovery under any insurance policy affect any rights of the Indemnified Party to indemnification for Losses under this Article 9.

Insurance Proceeds. The amount that (a) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 8 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 8 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 8.1 through 8.7, in connection with any matter subject to indemnification under this Article 8, the Buyer and the Seller shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; PROVIDED, HOWEVER, that there is no duty to provide notice, cooperate or assist with respect to an Indemnified Party's insurance policies where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, under this Article 8 shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from equal amount. In the event an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing Indemnified Party receives insurance proceeds after being paid by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 8, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)matter.

Insurance Proceeds. The amount If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall cause such Indemnified Party to use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments; provided, that any Indemnifying in no event shall the Indemnified Party is or may be required to provide indemnification initiate any Action to pursue or on behalf of collect such proceeds, indemnity contribution or similar payment. If any Indemnitee pursuant Indemnified Party actually receives such insurance proceeds or indemnity, contribution or similar payments prior to Section 4.2 or Section 4.3being indemnified with respect to such Losses under this Article 7, as applicablethe payment under this Article 7, with respect to such Losses shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf after-tax the amount of such Indemnitee insurance proceeds or indemnity, contribution or similar payments (less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against connection with such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligatedrecovery). If an Indemnitee any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party has actually already received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds indemnification under this Article 7, for some or other amounts in respect all of such indemnifiable LossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds pay (or other amounts in trust for the benefit of shall cause to be paid to) the Indemnifying Party the lesser of (or Indemnifying Partiesa) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts receivedindemnity, up to contribution or similar payment (less the costs and expenses incurred in connection with such recovery) and (b) the aggregate amount of any payments received from the paid by Indemnifying Party pursuant to this Agreement in all Indemnified Parties with respect to such Losses. Each party shall use commercially reasonable efforts to mitigate all Losses for which such party is or may be entitled to indemnification hereunder (and the costs and expenses of such indemnifiable Loss (ormitigation shall constitute Losses); provided, if there is more than one Indemnifying Partythat this sentence shall not apply to any Losses incurred as a result of, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)in connection with or relating to any Pre-Closing Tax Period.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 3.1 or Section 4.33.2, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that (a) Notwithstanding any Indemnifying Party is or may be required to provide indemnification to or on behalf other provision of any Indemnitee pursuant to Section 4.2 or Section 4.3this Article 13, as applicableif, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment matter for which indemnity is claimed pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Ratherthis Article 13, the Indemnifying Party Vendor (if the Indemnified Person in relation to such matter is a Person who is a "Vendor's Indemnified Person") or the Purchaser (if the Indemnified Person in relation to such matter is a Person who is a "Purchaser's Indemnified Person") shall make payment in full receive any insurance proceeds under any policy of insurance contracted for by the Vendor or any Intercon Entity (each, an "Eligible Policy") as compensation for such matter, the amount determined to be due and owing by it against an assignment by which the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it Indemnifier is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility liable to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee matter shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to be reduced by the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount insurance proceeds so received (net of any payments received from right of recoupment by an underwriter and net of any out of pocket expenses incurred by the Indemnifying Party pursuant recipient of such insurance proceeds in connection with pursuing such insurance recovery, including deductibles and increased insurance premiums) within twelve (12) months after making a claim for indemnity hereunder. (b) Each of the Vendor and the Purchaser hereto agrees that it shall use commercially reasonable efforts to this Agreement collect upon those Eligible Policies then in effect, if any, which provide coverage in respect of a matter for which indemnification is provided under this Article 13 (provided that nothing in this Section 13.7 shall be construed as imposing any obligation to obtain or maintain any such indemnifiable Loss (or, if there is more than one Indemnifying Party, insurance policies or commence any litigation by any party hereto or any insurance company on behalf of a party to this Agreement). The foregoing shall not affect the Indemnitee shall pay each Indemnifying Party, its proportionate share (based subrogation rights of any insurance company making payments on payments received from the Indemnifying Parties) account of such Insurance Proceeds)any insured.

Insurance Proceeds. The amount that any Indemnifying All Insurance Proceeds in respect of a Property and the right thereto are hereby irrevocably assigned and pledged by each Loan Party is or may be required to provide indemnification to or Agent for the benefit of the Lenders, and Agent on behalf of the Lenders is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; PROVIDED, however, that if no Event of Default shall have occurred and be continuing such Loan Party shall have the right to direct Agent to apply Insurance Proceeds in accordance with Sections 5.13.6. If no Event of Default shall have occurred and be continuing, to the extent not inconsistent with the requirements of Sections 5.13.5 and 5.13.6, such Loan Party shall have the right to direct Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Property which will cost (or may reasonably be expected to cost) less than $1,000,000 to Restore and (2) to pay to such Loan Party all proceeds of any Indemnitee pursuant related business interruption insurance. Each Loan Party agrees to Section 4.2 execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Properties as Agent may reasonably require and shall otherwise cooperate with Agent in obtaining for Agent and the Lenders the benefit of any Insurance Proceeds lawfully or Section 4.3equitably payable in respect of any such Property, subject to the provisos above. If, prior to the receipt by Agent of such Insurance Proceeds, any Property shall have been transferred upon foreclosure of the applicable Mortgage (or by deed in lieu thereof), Agent shall have the right to receive such Insurance Proceeds to the extent (x) such Insurance Proceeds are attributable to a casualty occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by Lender in connection with the collection of such Insurance Proceeds. Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. During the continuance of an Event of Default, Agent is hereby authorized and empowered by each of the Loan Parties to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and each of the Loan Parties hereby irrevocably appoints and constitutes the Agent as such Loan Party's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Property in excess of $1,000,000 without the prior written consent of Agent which shall not be unreasonably withheld, conditioned or delayed. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Property, such Loan Party or Subsidiary shall promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to Agent and each Loan Party covenants that until so paid over to Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of Agent and the Indemnifying Party (or Indemnifying Parties) Lenders 57 and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount that (a) Except as provided in Section 8.4 of the Services Agreement, no Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 10 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 10 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 10.1 through 10.11 in connection with any matter subject to indemnification under this Article 10, all parties shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; PROVIDED, HOWEVER, that there is no duty to provide notice, cooperate or assist with respect to an Indemnified Party's insurance policies where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, under this Article 10 shall be reduced (retroactively or prospectively) appropriately. In the event an Indemnified Party receives insurance proceeds after being paid by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 10, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to such matter. Nothing in this Agreement in respect Section 10.9 shall be deemed to waive or limit the subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Damages for which indemnification is provided under this Section 4.2 or Section 4.3, as applicable, 11 shall be reduced (retroactively or prospectively) by net of any Insurance Proceeds or other amounts proceeds actually recovered from third parties by or on behalf of such Indemnitee the Indemnified Party in respect of such matter (A) under any insurance policies, or under any insurance policies held by the related Loss. The existence Company at or prior to the Closing, or (B) from any third party, in each case less any costs and expenses and any premiums incurred by such Indemnified Party or its Affiliates in connection with the pursuit or recovery of a claim by an Indemnitee for monies from an such amounts, including any increase in insurance premiums, retroactive premiums, costs associated with any loss of insurance and replacement thereof or self-insured component of such insurance coverage, and in each case, no right of subrogation shall accrue to any insurer or against a third party in respect of hereunder. If any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined proceeds to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined netted hereunder with respect to be due and owing by it against an assignment such Damages are actually received by the Indemnitee to Indemnified Party after payment by the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against any amounts otherwise required to be paid to an Indemnified Party pursuant to this Section 11 with respect to such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable LossDamages, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Indemnified Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after such receipt, a sum equal to the any amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from that the Indemnifying Party would not have been required to pay pursuant to this Agreement in Section 11 with respect to such Damages had such proceeds been received at the time of such indemnifiable Loss payment. Notwithstanding the fact that the Indemnified Party has recourse against any third party (orother than under insurance policies held by the Company prior to Closing covering the action, if there is more than one Indemnifying Partyomission or other fact giving rise to Damages for which indemnification may be sought under this Section 11 and that remain in effect after the Closing), the Indemnitee such Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received not be obligated to pursue such recourse from the Indemnifying Parties) of such Insurance Proceeds)any third party.

Insurance Proceeds. The amount that any Indemnifying All Insurance Proceeds in respect of a Pool A Property (other than Insurance Proceeds attributable to insurance required pursuant to subsection 6.10A(ii) and (iii)) and the right thereto are hereby irrevocably assigned and pledged by each Loan Party is or may be required to provide indemnification to or the Agent for the benefit of the Lenders, and the Agent on behalf of the Lenders is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; PROVIDED, however, that (x) such assignment and pledge with respect to any Indemnitee pursuant such Pool A Property is subject to Section 4.2 any requirements of any Ground Lease affecting such Pool A Property, (y) if no Event of Default shall have occurred and be continuing such Loan Party shall have the right to direct the Agent to apply Insurance Proceeds in accordance with subsections 6.11E and 6.11F and (z) if no Event of Default shall have occurred and be continuing, to the extent not inconsistent with the requirements of subsections 6.11E and 6.11F, such Loan Party shall have the right to direct the Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Pool A Property which will cost (or Section 4.3may reasonably be expected to cost) less than $500,000 to Restore and (2) to pay to such Loan Party all proceeds of any related business interruption insurance. Each Loan Party agrees to execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Pool A Properties as the Agent may reasonably require and shall otherwise cooperate with the Agent in obtaining for the Agent and the Lenders the benefit of any Insurance Proceeds lawfully or equitably payable in respect of any such Pool A Property, subject to the provisos above. If, prior to the receipt by the Agent of such Insurance Proceeds, any Pool A Property shall have been transferred upon foreclosure of the applicable Mortgage (or by deed in lieu thereof), the Agent shall have the right to receive such Insurance Proceeds to the extent (x) such Insurance Proceeds are attributable to a casualty occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by the Agent in connection with the collection of such Insurance Proceeds. The Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. During the continuance of an Event of Default, the Agent is hereby authorized and empowered by each of CapStar and the Borrower to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and each of CapStar and the Borrower hereby irrevocably appoints and constitutes the Agent as CapStar's and the Borrower's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Pool A Property in excess of $500,000 without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed; PROVIDED, HOWEVER, that this provision shall not restrict the right of the lessor under any applicable Ground Lease (1) to settle, adjust or compromise any claim for Insurance Proceeds to the extent such lessor is granted the power to do so under such Ground Lease or (2) to approve any settlement, adjustment or compromise of any claim for Insurance Proceeds to the extent the approval of such lessor is required under such Ground Lease. Subject to the requirements of any Ground Lease affecting any Pool A Property, each insurance company concerned is hereby authorized and directed to make payment of all Insurance Proceeds in respect of each of the Pool A Properties payable by it directly to the Agent. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Pool A Property, such Loan Party or Subsidiary shall (subject to the requirements of any Ground Lease affecting such Property) promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to the Agent and each Loan Party covenants that until so paid over to the Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Agent and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf In the event of any Indemnitee fire or other casualty, the proceeds of any insurance policies maintained by Tenant pursuant to Section 4.2 9.2 or 9.3 shall be held, ------------------ applied and dealt with as follows: (a) Any proceeds (per occurrence) of such policies attributable to the Improvements below the amount of Five Hundred Thousand and No/100 Dollars ($500,000) or any proceeds directly attributable to improvements constructed on the Property by Tenant solely with its own funds shall be paid directly to Tenant and applied and used as Tenant may direct in its sole discretion for any construction, restoration or reconstruction purposes in connection with any improvements located on the Land which were destroyed, damaged or affected by such casualty. Any portion of such proceeds which Tenant does not want to use (subject to the terms of Section 4.317.3(c)) for any construction, restoration or --------------- reconstruction shall be paid in accordance with the Distribution Formula set forth in Section 16.4 above. ------------ (b) Any proceeds (per occurrence) of such policies attributable to the Improvements greater than Five Hundred Thousand Dollars ($500,000) shall be paid to an escrow agent ("Escrow Agent") mutually agreeable to the parties (but such escrow agent shall not be a party which is related to or affiliated with either of the parties to this Lease, but shall be bound by the terms of this Article XVII). Such ------------ proceeds shall be invested by the Escrow Agent as Tenant may direct (provided, however, that such proceeds may not be invested in any securities or any debt obligations issued by Tenant). Such proceeds shall be paid by the Escrow Agent to Tenant (or to third parties as Tenant may direct), as applicableTenant may direct from time to time as restoration, construction or rebuilding progresses to pay the cost of any restoration, construction or rebuilding which Tenant elects to take place on the Land or any Improvements located upon the Land, so long as Landlord reasonably determines that the following conditions are satisfied at the time of such request for payment by Tenant: (i) the sum requested has been paid or is then due and payable or will become due and payable within thirty (30) days; (ii) Tenant has the financial ability (taking into account the insurance proceeds held by the Escrow Agent) to complete the restoration, construction or rebuilding which Tenant has elected to perform; (iii) Landlord has approved the plans, if any, relating to the restoration of Improvements (which approval shall not be unreasonably withheld or delayed); and (iv) in Landlord's reasonable judgment, such restoration work which Tenant desires to perform in connection with the Improvements can be completed prior to the expiration of the Term. Landlord shall promptly upon request instruct the Escrow Agent to make the payments requested by Tenant unless one of the four (4) conditions described above is not satisfied at the time of such request. Any excess insurance proceeds existing after either Tenant's completion of the restoration, construction or rebuilding which Tenant elects to perform or Tenant's failure to comply with the funding condition described in subitems (i), (ii) and (iv) immediately above in this Section 17.3(b), shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment paid --------------- pursuant to the indemnification provisions contained herein and otherwise determined Distribution Formula. (c) If either: (1) Tenant has not delivered written notice to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be Landlord within ninety (i90) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable days after receipt, a sum equal to reaching final written settlement with all insurance companies regarding the amount of such Insurance Proceeds proceeds to be paid for the casualty in question, pursuant to which notice Tenant elects to either exercise some or other amounts receivedall of its termination rights under Section 17.2 and/or to ------------ fully or partially repair or restore pursuant to Section 17.1; or (2) Landlord ------------ reasonably believes that Tenant has abandoned reconstruction or restoration work which Tenant may have elected to perform (and Tenant shall have failed to diligently recommence reconstruction or restoration work which Tenant is then able to perform within thirty (30) days after Tenant's receipt from Landlord of a Notice of Landlord's belief of Tenant's abandonment of the reconstruction or restoration work); then, up in either case, the proceeds attributable to the aggregate amount of any payments received from the Indemnifying Party Improvements shall be paid pursuant to the Distribution Formula. (d) Any insurance proceeds paid to Landlord under this Agreement in respect Article XVII ------------ shall reduce the Lease Investment Balance, or Improvements Investment Balance if the terms of Section 6.3 are applicable, for such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).Parcel by a like amount. -----------

Insurance Proceeds. The amount To the extent that any Damage is covered by insurance held by any Indemnified Person, or for which any such party is a beneficiary, such Indemnified Person shall be entitled to indemnification pursuant to this ARTICLE X only with respect to the amount of Damages that are in excess of the proceeds received by such Indemnified Person pursuant to such insurance. If such Indemnified Person receives such insurance proceeds prior to the time a claim hereunder is paid, then the amount payable by the Indemnifying Party Person pursuant to such claim shall be reduced by the amount of such insurance proceeds. If such Indemnified Person receives such insurance proceeds after such claim is paid, then upon receipt by such Indemnified Person of any cash proceeds pursuant to such insurance up to the amount of the Damages incurred by such Indemnified Person with respect to such claim, such Indemnified Person shall repay to the applicable Indemnifying Person any portion of such amount which was previously paid to such Indemnified Person in satisfaction of such claim. In addition, any Damages incurred by any Indemnified Person under this ARTICLE X will be reduced by and shall be exclusive of any amounts recovered or recoverable by the Indemnified Person pursuant to any indemnification by, or indemnification agreement with, any third party. If the event that results in such Damages is or may be covered by insurance, then the party holding such insurance shall submit a claim for insurance coverage prior to asserting any claim for indemnification under this ARTICLE X; provided, however, no Indemnified Person shall be required to provide indemnification to or on behalf obtain a waiver of subrogation from the carrier of any Indemnitee pursuant to Section 4.2 or Section 4.3such insurance, as applicable, and no indemnification payment shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee respective carrier shall hold such Insurance Proceeds or other amounts in trust for have the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay right to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)assert subrogation.

Insurance Proceeds. The (a) In determining the amount of any loss, liability or expense for which any indemnified party is entitled to indemnification under this Agreement, the gross amount thereof will be reduced by any insurance proceeds actually paid to any indemnified party; provided, however, that if such party has been -------- ------- indemnified hereunder but does not actually receive such insurance proceeds until after being indemnified, such party shall reimburse the indemnifying party for amounts paid to such party to the extent of the insurance proceeds so received. (b) Following the Closing Date, if Purchaser should suffer any Indemnifying Party is loss, liability or may expense covered by any of Seller's insurance policies and wishes to make a claim against the issuer of such policy, Seller shall use its best efforts to assist Purchaser in ascertaining and establishing coverage, pursuing such claim and collecting under such policy. In connection with the foregoing sentence, Seller shall not be required to provide indemnification incur any costs (including attorneys' fees or demonstrable increases in insurance premiums), other than normal overhead expenses, or to or on behalf forego any similar claim of any Indemnitee their own with respect to the same occurrence, in assisting Purchaser in these efforts, unless Seller shall otherwise be obligated to indemnify Purchaser pursuant to Section 4.2 6.1. (c) Following the Closing Date, if Seller should suffer any loss, liability or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) expense covered by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of Purchaser's insurance policies and wish to make a claim against the issuer of such Indemnitee policy, Purchaser shall use its best efforts to assist Seller ascertaining and establishing coverage, pursuing such claim and collecting under such policy. In connection with the foregoing sentence, Purchaser shall not be required to incur any costs (including attorneys' fees or demonstrable increases in insurance premiums), other than normal overhead expenses, or to forego any similar claim of its own with respect to the same occurrence, in assisting Seller in these efforts, unless Purchaser shall otherwise be obligated to indemnify Seller pursuant to Section 6.2. (d) If both an indemnifying party and an indemnified party have insurance coverage respecting a particular claim for which indemnification is provided pursuant to Sections 6.1 and 6.2, the parties agree that the insurance coverage of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third indemnifying party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to will be called upon before the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full insurance coverage of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third partyindemnified party is called upon. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).ARTICLE 7 POST-CLOSING MATTERS 7.1

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 6.1 or Section 4.36.2, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that (i) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Section 7 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Section 7 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Section 7(a) through 7(g), in connection with any matter subject to indemnification under this Section 7, Tenant and Landlord shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; provided, however, that there is no duty to provide notice, cooperate or assist with respect to an Indemnified Party's insurance policies where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (ii) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to under this Section 4.2 or Section 4.3, as applicable, 7 shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from equal amount. In the event an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing Indemnified Party receives insurance proceeds after being paid by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Section 7, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)matter.

Insurance Proceeds. The amount To the extent that any Indemnifying Party is or may be required to provide indemnification to or on behalf an indemnified party receives insurance proceeds as a result of any Indemnitee pursuant to Section 4.2 or Section 4.3Adverse Consequences, as applicable, the indemnified party shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf pay the amount of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant insurance proceeds to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment indemnifying party promptly after such insurance proceeds are actually received by the Indemnitee to indemnified party less the Indemnifying Party sum of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled any costs incurred in the collection thereof, (ii) any amounts actually paid by the indemnified party as a result of such Adverse Consequences as premiums retroactively assessed under any applicable provisions of insurance policies that cover such Adverse Consequences (in whole or in part) and (iii) the present value of any increases in insurance premiums on account of such Adverse Consequences, in the cases of clauses (ii) and (iii) above as identified by the applicable insurance company as relating to a benefit it would such Adverse Consequences or as otherwise reasonably apparent; provided that (i) the indemnifying party shall not be entitled to receive any such net insurance proceeds in the absence excess of the foregoing indemnification provisionspayment or payments actually received from the indemnifying party by the indemnified party with respect to such Adverse Consequences, or and (ii) relieved of the responsibility indemnifying party shall only be entitled to pay any claims for which it is obligated. If an Indemnitee has received such net insurance proceeds to the payment required by this Agreement from an Indemnifying Party in respect extent of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in actually received from the indemnifying party by the indemnified party with respect of to such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to Adverse Consequences plus the amount of such Insurance Proceeds or other amounts received, up insurance proceeds exceed the amount of such Adverse Consequences to the aggregate amount indemnified party. At the request of the indemnifying party, the indemnified party shall use commercially reasonable efforts to make a claim against its insurance carrier with respect to such Adverse Consequences (but shall not be obligated to take any payments received from other action, including without limitation commencing or threatening a lawsuit) unless the Indemnifying Party pursuant to this Agreement in respect indemnified party reasonably believes that submission of such indemnifiable Loss a claim could cause (or, if there is more than one Indemnifying Party, x) the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) premiums of such Insurance Proceeds)Person’s insurance policy to be materially increased or (y) the insurance carrier to cancel any insurance policy.

Insurance Proceeds. The amount that any Indemnifying Party is of Damages payable by a Seller Indemnitee or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3Purchaser Indemnitee, as applicablethe case may be, shall be (i) reduced by the liquidated portion of any insurance proceeds actually received by Seller Indemnitee or Purchaser Indemnitee with respect to the claim for which indemnification is sought, and (retroactively or prospectivelyii) reduced by any Insurance Proceeds or other amounts actually amounts, when and as, recovered from any third parties parties, by way of indemnification or on behalf otherwise, with respect to the claim for which indemnification is sought, provided that the amount of any such reduction in connection with insurance or third party proceeds will be reduced by the actual and reasonable out of pocket costs to obtain such proceeds incurred by any Person entitled to indemnification by a Seller Indemnitee or Purchaser Indemnitee, as the case may be, under this ARTICLE V. If an indemnification payment is received by a Seller Indemnitee or Purchaser Indemnitee, and such indemnitee later receives insurance proceeds as described in the immediately preceding sentence in respect of the related LossDamages or indemnification payments that were not previously accounted for with respect to such Damages or indemnification payments when made, such indemnitee, shall deliver such net excess insurance and indemnification recoveries described in this Subsection (e). The existence of a claim by an This Subsection (e) notwithstanding, indemnity claims may be submitted and pursued in accordance with this ARTICLE V, and any Seller Indemnitee for monies or Purchase Indemnitee, as the case may be, will be obligated to provide indemnification as required under this ARTICLE V before any available recovery from an insurer insurers or against a third party in respect of any indemnifiable Loss parties has been realized or recovered; provided that such Seller Indemnitee or Purchaser Indemnitee shall notuse commercially reasonable efforts to obtain such available recovery; provided, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party such Seller Indemnitee or Purchaser Indemnitee shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled obligated to receive in initiate any lawsuit or proceeding to obtain such available recovery unless doing so would be commercially reasonable under the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)circumstances.

Insurance Proceeds. The amount that any (a) No Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 13 while an insurance claim is or may pending. However, without limiting any of the provisions of Sections 13.1 through 13.6, in connection with any Losses subject to indemnification under this Article 13, all parties shall pursue and cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) from which recovery in respect of such Losses is reasonably believed to be available and in pursuing recovery therefrom in respect of such Losses; provided, however, that no Indemnified Party shall be -------- ------- required to provide indemnification to notice of or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party pursue recovery in respect of any indemnifiable Loss claim under the Indemnified Party's insurance policies where the Indemnified Party determines in its sole discretion that such notice, pursuit, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or material prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall notbe entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, howeverthe amount of the Losses for which such Indemnified Party is entitled to indemnification under this Article 13 shall be reduced by the amount received, delay net of any retroactive premiums or prospective premium increases. In the event an Indemnified Party receives insurance proceeds in respect of Losses after receiving payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, in respect of such Losses from the Indemnifying Party shall make payment in full of under this Article 13 and the amount determined to be due and owing by it against an assignment by of insurance proceeds received exceeds the Indemnitee remaining unpaid balance of such Losses, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) of (A) the sum of the entire claim of amount therefore paid by the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to Losses plus the amount of such Insurance Proceeds or other amounts insurance proceeds received, up to less (B) the aggregate sum of the full amount of such Losses and any payments received from retroactive premiums or prospective premium increases relating to such Losses. Nothing in this Section 13.7 shall be deemed to waive or limit the Indemnifying Party pursuant to this Agreement in respect subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount that (a) No Indemnified Party shall be obligated to pursue or collect from any insurer prior to making a claim for indemnification pursuant to this Article 12 and no Indemnifying Party shall be entitled to postpone performance of any indemnification obligation under this Article 12 while an insurance claim is or may be required pending. However, without limiting any of the provisions of Sections 12.1 through 12.9 in connection with any matter subject to indemnification under this Article 12, all parties shall cooperate with each other in giving notice of any claim to any insurer (including an insurer of an Indemnified Party) and shall provide reasonable assistance in the collection of any such claim; provided, however, that there is no duty to provide notice, cooperate or assist with respect to an Indemnified Party’s insurance policies where the Indemnified Party determines in its sole discretion that such notice, cooperation or assistance could invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or prospective premium increases. In addition, if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. (b) If an Indemnified Party actually receives insurance proceeds, the amount for which such Indemnified Party is entitled to indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, under this Article 12 shall be reduced (retroactively or prospectively) appropriately. In the event an Indemnified Party receives insurance proceeds after being paid by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of with respect to an indemnifiable matter under this Article 12, the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Indemnified Party of the entire claim of the Indemnitee for Insurance Proceeds or against will remit such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay proceeds to the Indemnifying Party, as promptly as practicable after receipt, a sum equal up to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from previously paid by the Indemnifying Party pursuant with respect to such matter. Nothing in this Agreement in respect Section 12.8 shall be deemed to waive or limit the subrogation rights of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)any insurer.

Insurance Proceeds. The amount All Insurance Proceeds in respect of a Mortgaged Property and the right thereto are hereby irrevocably assigned and pledged by each Loan Party to the Agent for the benefit of the Lenders, and the Agent is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; provided, however, that any Indemnifying if no Event of Default shall have occurred and be continuing such Loan Party is shall have the right to direct the Agent to apply Insurance Proceeds in accordance with Sections 5.11.6. If no Event of Default shall have occurred and be continuing, to the extent not inconsistent with the requirements of Sections 5.11.5 and 5.11.6, such Loan Party shall have the right to direct the Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Mortgaged Property which will cost (or may reasonably be required expected to provide indemnification cost) less than $1,000,000 to or on behalf Restore and (2) to pay to such Loan Party all proceeds of any Indemnitee pursuant related business interruption insurance. Each Loan Party agrees to Section 4.2 execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Mortgaged Properties as the Agent may reasonably require and shall otherwise cooperate with the Agent in obtaining for the Agent and the Lenders the benefit of any Insurance Proceeds lawfully or Section 4.3equitably payable in respect of any such Mortgaged Property, subject to the provisos above. If, prior to the receipt by the Agent of such Insurance Proceeds, any Mortgaged Property shall have been transferred upon foreclosure of the applicable Mortgage (or by deed in lieu thereof), the Agent shall have the right to receive such Insurance Proceeds to the extent (x) such Insurance Proceeds are attributable to a casualty occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by the Agent in connection with the collection of such Insurance Proceeds. The Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. During the continuance of an Event of Default, the Agent is hereby authorized and empowered by each of the Loan Parties to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and each of the Loan Parties hereby irrevocably appoints and constitutes the Agent as such Loan Party's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Mortgaged Property in excess of $1,000,000 without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Mortgaged Property, such Loan Party or Subsidiary shall promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to the Agent and each Loan Party covenants that until so paid over to the Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Agent and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf All proceeds payable by reason of any Indemnitee pursuant loss or damage to Section 4.2 the Leased Property, or Section 4.3any portion thereof, as applicableand insured under any policy of insurance required by Article XIII (excluding business interruption insurance, covering Tenant's obligations under this Lease for the payment of Rent, the disposition of the proceeds of which is described below) shall be reduced (retroactively paid to Lessor or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party designated by Lessor and held by Lessor or such third party in respect trust and shall be made available for reconstruction or repair, as the case may be, of any indemnifiable Loss shall not, however, delay any payment pursuant damage to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full or destruction of the amount determined Leased Property, or any portion thereof, and shall be paid out by Lessor or such third party from time to be due and owing by it against an assignment by time for the Indemnitee to reasonable costs of such reconstruction or repair. Any excess proceeds of insurance remaining after the Indemnifying Party completion of the entire claim restoration or reconstruction shall be paid to Tenant upon completion of any such repair and restoration, except that, in the event neither Lessor nor Tenant is required or elects to repair and restore as aforesaid, all such insurance proceeds shall be retained by Lessor free and clear. All salvage resulting from any risk covered by insurance shall belong to Lessor except that any salvage relating to Tenant's Personal Property shall belong to Tenant. All proceeds of the Indemnitee for Insurance Proceeds aforesaid business interruption insurance shall be paid to Lessor or against a third party designated by Lessor and held by Lessor or such third party in trust. Business interruption insurance proceeds shall be applied first towards payment of any Rent that is due to Lessor as of the date such proceeds are received by Lessor or such third party. Notwithstanding any other provisions , and the balance of such proceeds shall be immediately paid to Tenant, except if and to the extent that the same have been paid by the insurer as a prepayment on account of Rent to become due under this Agreement, it is the intention of the Parties that no insurer Lease in which event Lessor or any other such third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay hold any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts funds in trust for and apply such funds to such Rent as the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)same becomes due.