Common use of Lender’s Election to Apply Proceeds on Indebtedness Clause in Contracts

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to Borrowers. (b) Notwithstanding anything in Section 11.1(a) to the contrary, in the event of any casualty to any Improvements or any condemnation of part of any Project, Lender agrees to make available the Proceeds to restoration of such Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 75% of the aggregate “leased fee” value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (v) in Lender’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Lender’s reasonable determination, such restoration is likely to be completed no later than three months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b9.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a9.1(a) to the contrary, in the event of any casualty to any the Improvements or any condemnation of part of any the Project, Lender agrees to make available the Proceeds to restoration of such the Improvements if all of the following conditions are met and satisfied: (i) no Event of Default then exists, ; (ii) all Proceeds are deposited with Lender; provided, however, that if the total amount of Proceeds is less than $500,000 and if no Event of Default then exists, then the Borrower shall receive such Proceeds to be used by Borrower solely for the restoration of the Improvements; (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements (together with undisbursed proceeds of the Loan, if any) is sufficient to pay the full and complete costs of such restoration, ; (iv) the cost of restoration (in Lender’s reasonable determination) shall not exceed fifty percent (50%) of the Loan Amount; (v) if the cost of restoration exceeds ten twenty percent (1020%) of the Loan Amount, Amount (in Lender’s sole determination determination), then after completion of restoration the restoration, the Loan Amount will not exceed (A) 7570% of the aggregate “leased fee” fair market value of the Projects, and Project; (B) 75% of the “leased fee” value of the applicable Project, (vvi) in Lender’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, ; and (vii) in Lender’s reasonable determination, such restoration is likely to be completed no not later than three months prior to the Final Maturity DateDate (as defined in the Note).

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a) to the contrary, in the event of any casualty to any Improvements a Facility or any condemnation of part of any Projecta Facility, Lender agrees to make available the Proceeds available to pay costs of restoration of such Improvements the Facility if (i) there is then no Default or Event of Default existsDefault, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements Facilities (together with any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan AmountAmount allocable to such Facility determined based on Section 4.3 above, in Lender’s sole determination after completion of restoration the Loan Amount allocable to such Facility will not exceed (A) 75% of the aggregate “leased fee” value of the Projects, and (B) 75% of the “leased feestabilized” fair market value of the applicable ProjectFacility, (vvi) in Lender’s reasonable determination, the applicable Project Facility can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vivii) each Guarantor reaffirms its Guaranty in writing, and (viiviii) in Lender’s reasonable determination, such restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b9.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to Borrowersthe applicable Borrower. (b) Notwithstanding anything in Section 11.1(a9.1(a) to the contrary, in the event of any casualty to any Improvements a Property or any condemnation of part of any Projecta Property, Lender agrees to make available the Proceeds available to pay costs of restoration of such Improvements Property if (i) there is then no Default or Event of Default existsDefault, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements Property (together with any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 7570% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable ProjectProperty, (vvi) in Lender’s reasonable determination, the applicable Project Property can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Lender’s reasonable determination, such restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Date, and (viii) Lender determines, in its sole discretion, that after such restoration, such Property will qualify for a FHA Insured Mortgage Loan sufficient to repay the Allocated Loan Amount for such Property.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b16.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “"Proceeds”") after deduction of all expenses of collection and settlement, including reasonable attorneys’ ' and adjusters’ ' fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a16.1(a) to the contrary, in the event of any casualty to any the Improvements or any condemnation of part of any the Project, Lender agrees to make available the Proceeds to restoration of such the Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s 's reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) no material Leases in effect at the time of such casualty or condemnation are or will be terminated nor rent decreased as a result of such casualty or condemnation, (v) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s 's sole determination after completion of restoration restoration, the Loan Amount will not exceed (A) 75% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (vvi) in Lender’s 's reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Lender’s 's reasonable determination, such restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to Borrowers. (b) Notwithstanding anything in Section 11.1(a) to the contrary, in the event of any casualty to any Improvements or any condemnation of part of any Project, Lender agrees to make available the Proceeds to restoration of such Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 7585% of the aggregate “leased fee” value of the Projects, and (B) 7585% of the “leased fee” value of the applicable Project, (v) in Lender’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Lender’s reasonable determination, such restoration is likely to be completed no later than three months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b16.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a16.1(a) to the contrary, in the event of any casualty to any the Improvements or any condemnation of part of any the Project, Lender agrees to make available the Proceeds to restoration of such the Improvements if (i) no Event of Default existshas occurred which remains outstanding, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements is sufficient to pay the full and complete costs of such restoration, (iv) no material non-residential Leases in effect at the time of such casualty or condemnation are or will be terminated, (v) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 7570% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (vvi) in Lender’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vivii) each Guarantor reaffirms its the Limited Recourse Guaranty Agreement in writing, and (viiviii) in Lender’s reasonable determination, such restoration is likely to be completed no later than three months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b6.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “"Proceeds”") after deduction of all expenses of collection and settlement, including reasonable attorneys’ ' and adjusters’ ' fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a6.1(a) to the contrary, in the event of any casualty to any the Improvements or any condemnation of part of any the Project, Lender agrees to make available Borrower shall have the option of applying the Proceeds to restoration of such the Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s 's reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if no leases for space in the Project will be terminated as a result of such casualty or condemnation, (v) the cost of restoration exceeds ten twenty percent (1020%) of the Loan Amount, in Lender’s 's sole determination after completion of restoration the Loan Amount (as the same may be reduced by Borrower) will not exceed (A) 75% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (vvi) in Lender’s 's reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Lender’s 's reasonable determination, such restoration is likely to be completed no not later than three months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of the Intercreditor Agreement and to the provisions of Section 11.1(b16.1(b) below, Lender may elect to negotiate, settle, collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds After the Senior Loan has been paid in full, Lender shall have the right to participate with Borrower in negotiation of any settlement, adjustment or compromise of any claim arising in connection with a casualty to the Improvements or any condemnation of all or part of the Project; provided, however, if an Event of Default exists, Lender shall have the right to settle any claim without Borrower’s participation or consent. Subject to the provisions of the Intercreditor Agreement, any Proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a16.1(a) to the contrary, and subject to the provision of the Intercreditor Agreement in the event of any casualty to any the Improvements or any condemnation of part of any the Project, Lender agrees to make available the Proceeds to for restoration of such the Improvements if and as required by the Non-Disturbance Agreement or if (i) no Event of Default or material Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) the cost of restoration does not exceed twenty percent (20%) of the stated amount of the Note, (v) if Lender determines that the cost of restoration exceeds ten percent $5,000,000, Lender determines in its reasonable discretion that the values set forth in the Appraisal reviewed and approved by Lender at Closing remain valid; (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 75% of the aggregate “leased fee” value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (vvi) in Lender’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vivii) each Guarantor reaffirms its the Guaranty in writing, (viii) Borrower shall have provided evidence reasonably acceptable to Lender that following restoration (and completion of the Project) the Pre-Sale Requirement will remain satisfied, (ix) the Hotel Documents, and the Venue Documents, will each remain in full force and effect; and (viix) in Lender’s reasonable determination, such restoration is likely to be completed no later than three months so that the Residential Units sufficient to satisfy the Pre-sale Requirement may be delivered to all Residential Unit Purchasers prior to the Final outside delivery dates contained in their respective Sales Agreements and in any event not later than the Maturity Date. On and after such time as the condominium is formed, Borrower agrees to vote its votes with respect to all unsold Residential Units (and to cause all Borrower appointed directors to vote their votes) in a manner consistent with the provisions of this Article 16.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b9.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a9.1(a) to the contrary, in the event of any casualty to any Improvements a Facility or any condemnation of part of any Projecta Facility, Lender agrees to make available the Proceeds available to pay costs of restoration of such Improvements the Facility if (i) there is then no Default or Event of Default existsDefault, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements Facilities (together with any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan AmountAmount allocable to such Facility (as such allocation is determined by Lender in its sole discretion), then Lender shall have determined in Lender’s its sole determination discretion that after completion of restoration the Loan Amount allocable to such Facility will not exceed (A) 75% of the aggregate “leased fee” value of the Projects, and (B) 75% of the “leased feestabilized” fair market value of the applicable ProjectFacility, (vvi) in Lender’s reasonable determination, the applicable Project Facility can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vivii) each Guarantor Emeritus reaffirms its Guaranty in writing, and (viiviii) in Lender’s reasonable determination, such restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to Borrowers. (b) Notwithstanding anything in Section 11.1(a) to the contrary, in the event of any casualty to any Improvements or any condemnation of part of any Project, Lender agrees to make available the Proceeds to restoration of such Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 7565% of the aggregate “leased feeas is” fair market value of the Projects, and (B) 7565% of the “leased feeas is” fair market value of the applicable Project, (v) in Lender’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Lender’s reasonable determination, such restoration is likely to be completed no later than three months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b16.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) in excess of One Hundred Twenty-Five Thousand and No/100th Dollars ($125,000.00), after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and chargescharges (the “Threshold Amount”). Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. If the Proceeds are not in excess of the Threshold Amount, then provided no Event of Default has occurred and is continuing hereunder Lender shall make such Proceeds available to Borrower to be used solely towards reconstruction of the Project (or if in connection with a condemnation no restoration is required, Borrower may use such Proceeds to pay Operating Expenses and debt service on the Loan). (b) Notwithstanding anything in Section 11.1(a16.1(a) to the contrary, in the event of any casualty to any the Improvements or any condemnation of part of any the Project, Lender agrees to make available the Proceeds to restoration of such the Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole reasonable determination after completion of restoration the Loan Amount will not exceed (A) 75% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable Project, (v) in Lender’s reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Completion Guaranty in writing, and (vii) in Lender’s reasonable determination, such restoration is likely to be completed no not later than three months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b10.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a10.1(a) to the contrary, in the event of any casualty to any Improvements the Property or any condemnation of part of any Projectthe Property, Lender agrees to make available the Proceeds available to pay costs of restoration of such Improvements the Property if (i) there is then no Default or Event of Default existsDefault, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements Property (together with any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 7565% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable ProjectProperty, (vvi) in Lender’s reasonable determination, the applicable Project Property can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vivii) each Guarantor reaffirms its Guaranty in writing, and (viiviii) in Lender’s reasonable determination, such restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b12.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a12.1(a) to the contrary, in the event of any casualty to any Improvements the Property or any condemnation of part of any Projectthe Property, Lender agrees to make available the Proceeds available to pay costs of restoration of such Improvements the Property if (i) there is then no Default or Event of Default existsDefault, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Proceeds available for restoration of the applicable Property (together with undisbursed proceeds of the Loan, if any, allocated for the cost of Construction of the Improvements and any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if the cost of restoration exceeds ten percent (10%) of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 7565% of the aggregate “leased fee” fair market value of the Projects, and (B) 75% of the “leased fee” value of the applicable ProjectProperty, (vvi) in Lender’s reasonable determination, the applicable Project Property can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vivii) each Guarantor reaffirms its Guaranty in writing, and (viiviii) in Lender’s reasonable determination, such restoration is likely to be completed no not later than three (3) months prior to the Final Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 11.1(b) below, Lender may -------------- elect to collect, retain and apply upon the indebtedness of Borrowers Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “"Proceeds”") after deduction of all expenses of collection and settlement, including reasonable attorneys’ ' and adjusters’ ' fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to BorrowersBorrower. (b) Notwithstanding anything in Section 11.1(a) to the contrary, in -------------- the event of any casualty to any the Improvements or any condemnation of part of any the Project, Lender agrees to make available the Proceeds to restoration of such the Improvements if (i) no Event of Default exists, (ii) all Proceeds are deposited with Lender, (iii) in Lender’s 's reasonable judgment, the amount of Proceeds available for restoration of the applicable Improvements (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Lender deposited with Lender by Borrower for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) if no material Leases in effect at the cost time of restoration exceeds ten percent (10%) such casualty or condemnation are or will be terminated nor rent decreased as a result of the Loan Amount, in Lender’s sole determination after completion of restoration the Loan Amount will not exceed (A) 75% of the aggregate “leased fee” value of the Projects, and (B) 75% of the “leased fee” value of the applicable Projectsuch casualty or condemnation, (v) in Lender’s 's reasonable determination, the applicable Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and (vii) in Lender’s 's reasonable determination, such restoration is likely to be completed no not later than three months prior to the Final Maturity Date.