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 terms and provisions of those Leases in effect as of the date hereof as well as the provisions of Section 14.1(b) below, the Administrative Agent may elect to collect, retain and apply upon the Advances and other Obligations of 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 attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by the Administrative Agent to Borrower. (b) Notwithstanding the right of Administrative Agent to apply Proceeds to the Advances and the other Obligations of Borrower pursuant to Section 14.1(a), in the event of any casualty to the Improvements or any condemnation of part of the Subject Property, Borrower shall have the option of applying the Proceeds to restoration of the Improvements if (i) no Event of Default otherwise exists, (ii) all Proceeds are deposited with Administrative Agent, (iii) in Administrative Agent’s reasonable judgment, the amount of Proceeds available for restoration of the 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 Administrative Agent deposited with Administrative Agent 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 as a result of such casualty or condemnation, and (v) in Administrative Agent’s reasonable determination, the Subject Property can be restored to an architecturally and economically viable project in compliance with Applicable Laws.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the terms and provisions of those Leases in effect as of the date hereof as well as the provisions Ground Lease and of Section 14.1(b) belowbelow and except as otherwise provided in the Deed of Trust, the Administrative Agent may elect to collect, retain and apply upon the Advances and other Obligations of Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation derived from the Project (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Notwithstanding the foregoing, the Administrative Agent shall permit any Proceeds related to the Phase III Retail Unit to be collected and applied as provided in the condominium documents governing Phase III, as approved by the Administrative Agent. Any proceeds remaining after repayment of the indebtedness Obligations under the Loan Documents shall be paid by the Administrative Agent to Borrower. (b) Notwithstanding the right of Administrative Agent to apply Proceeds to the Advances and the other Obligations of Borrower pursuant to Section 14.1(a), in the event of any casualty to the Improvements or the Phase III Retail Unit or any condemnation of part of the Subject PropertyProject, Borrower shall have the option of applying the Proceeds to restoration of the Improvements or the Phase III Retail Unit, as the case may be, if (i) no Event of Default otherwise exists, (ii) all Proceeds are deposited with Administrative Agent, (iii) in Administrative Agent’s reasonable judgment, the amount of Proceeds available for restoration of the Improvements and the Phase III Retail Unit (together with undisbursed proceeds of the Loan, if any, allocated for the cost of the Construction and any sums or other security acceptable to Administrative Agent deposited with Administrative Agent 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 as a result of such casualty or condemnation, and (v) in Administrative Agent’s reasonable determination, the Subject Property Project can be restored to an architecturally and economically viable project in compliance with Applicable Laws.

Lender’s Election to Apply Proceeds on Indebtedness. (ai) Subject to the terms and provisions of those Leases in effect as of the date hereof as well as the provisions Ground Lease and of Section 14.1(b6.19(b) belowbelow and except as otherwise provided in the Deed of Trust, the Administrative Agent may elect to collect, retain and apply upon the Advances and other Obligations of Borrower under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation derived from the Project (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 Obligations under the Loan Documents shall be paid by the Administrative Agent to BorrowerOwner. (bii) Notwithstanding the right of Administrative Agent to apply Proceeds to the Advances and the other Obligations of Borrower pursuant to Section 14.1(a)Owner, in the event of any casualty to the Improvements or any condemnation of part of the Subject PropertyProject, Borrower Owner shall have the option of applying the Proceeds to restoration of the Improvements if (i) no Event of Default otherwise exists, (ii) all Proceeds are deposited with Administrative Agent, (iii) in Administrative Agent’s reasonable judgment, the amount of Proceeds available for restoration of the 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 Administrative Agent deposited with Administrative Agent by Borrower Owner for such purpose) is sufficient to pay the full and complete costs of such restoration, (iv) no material Major Leases in effect at the time of such casualty or condemnation are or will be terminated as a result of such casualty or condemnation, and (v) in Administrative Agent’s reasonable determination, the Subject Property Project can be restored to an architecturally and economically viable project in compliance with Applicable Laws.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the terms and provisions of those Leases in effect as of the date hereof as well as the provisions of Section 14.1(b) below, the Administrative Agent may elect to collect, retain and apply upon the Advances and other Obligations of 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 attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by the Administrative Agent to Borrower. (b) Notwithstanding the right of Administrative Agent to apply Proceeds to the Advances and the other Obligations of Borrower pursuant to Section 14.1(a), in the event of any casualty to the Improvements or any condemnation of part of the Subject Property, Borrower shall have the option of applying the Proceeds to restoration of the Improvements if (i) no Event of Default otherwise exists, (ii) all Proceeds are deposited with Administrative Agent, (iii) in Administrative Agent’s reasonable judgment, the amount of Proceeds available for restoration of the 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 Administrative Agent deposited with Administrative Agent 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 as a result of such casualty or condemnation, and (v) in Administrative Agent’s reasonable determination, the Subject Property can be restored to an architecturally and economically viable project in compliance with Applicable applicable Laws.