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 12.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness 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. (b) Notwithstanding anything in Section 12.1(a) to the contrary, in the event of any casualty to any Condominium Building, garage or amenity or any condemnation of part of a Condominium Building, garage or amenity, Lender agrees to make available the Proceeds to restoration of such Condominium Building, garage or amenity 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 Condominium Building, garage or amenity (together with undisbursed proceeds of the applicable Condominium Building Allocation, or the Garage/Amenity Allocation, if any, allocated for the cost of the construction of such Condominium Building, or garage or amenity, as applicable, 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 applicable Condominium Building Allocation, in Lender’s sole determination after completion of restoration, the Condominium Building Allocation for the applicable Condominium Building will not exceed eighty percent (80%) of the bulk sales value of such Condominium Building, (v) Guarantor reaffirms its Completion Guaranty and Payment Guaranty in writing, and (vi) in Lender’s reasonable determination, such restoration is likely to be completed within four (4) months after the casualty event, but in no event later than ninety (90) days prior to the Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 12.1(b) below, Lender may elect to collect, retain and apply upon the indebtedness 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 Lender to Borrower, subject to the provisions of the Construction Loan. (b) Notwithstanding anything in Section 12.1(a) to the contrary, in the event of any casualty to any Condominium Building, garage or amenity the Improvements or any condemnation of part of a Condominium Building, garage or amenitythe Project, Lender agrees to make available the Proceeds to restoration of such Condominium Building, garage or amenity 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 Condominium Building, garage or amenity Improvements (together with undisbursed proceeds of the applicable Condominium Building Allocation, or the Garage/Amenity AllocationLoan, if any, allocated for the cost of the construction of such Condominium Building, or garage or amenity, as applicable, 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 applicable Condominium Building AllocationLoan Amount, in Lender’s sole determination after completion of restoration, restoration the Condominium Building Allocation for the applicable Condominium Building Loan Amount will not exceed eighty forty percent (8040%) of the bulk sales fair market value of such Condominium Buildingthe Project, (v) Guarantor reaffirms its Completion Guaranty and Payment Guaranty in writing, and (vi) in Lender’s reasonable determination, such restoration is likely to be completed within four three (43) months after the casualty event, but in no event later than ninety (90) days prior to the Maturity Date.

Lender’s Election to Apply Proceeds on Indebtedness. (a) Subject to the provisions of Section 12.1(b16.1(b) below, Lender may elect to negotiate, settle, collect, retain and apply upon the indebtedness 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 reasonable attorneys’ ' and adjusters’ ' fees and charges. 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. Any Proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to Borrower. (b) Notwithstanding anything in Section 12.1(a16.1(a) to the contrary, in the event of any casualty to any Condominium Building, garage or amenity the Improvements or any condemnation of part of a Condominium Building, garage or amenitythe Project, Lender agrees to make available the Proceeds to for restoration of such Condominium Building, garage the Improvements if and as required by the Non-Disturbance Agreement or amenity if (i) no Event of Default or material 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 Condominium Building, garage or amenity Improvements (together with undisbursed proceeds of the applicable Condominium Building Allocation, or the Garage/Amenity AllocationLoan, if any, allocated for the cost of the construction of such Condominium Building, or garage or amenity, as applicable, 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) 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 (10%) of $5,000,000, Lender determines in its reasonable discretion that the applicable Condominium Building Allocation, values set forth in Lender’s sole determination after completion of restoration, the Condominium Building Allocation for the applicable Condominium Building will not exceed eighty percent (80%) of the bulk sales value of such Condominium Building, (v) Guarantor reaffirms its Completion Guaranty Appraisal reviewed and Payment Guaranty in writing, and approved by Lender at Closing remain valid; (vi) in Lender’s 's reasonable determination, the Project can be restored to an architecturally and economically viable project in compliance with applicable Laws, (vii) each Guarantor reaffirms 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 (x) in Lender's reasonable determination, such restoration is likely to be completed within four (4) months after so that the casualty event, but in no event later than ninety (90) days Residential Units sufficient to satisfy the Pre-sale Requirement may be delivered to all Residential Unit Purchasers prior to the 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 12.1(b16.1(b) below, Lender may elect to negotiate, settle, collect, retain and apply upon the indebtedness 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 reasonable attorneys’ and adjusters’ fees and charges. 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. Any Proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Lender to Borrower. (b) Notwithstanding anything in Section 12.1(a16.1(a) to the contrary, in the event of any casualty to any Condominium Building, garage or amenity the Improvements or any condemnation of part of a Condominium Building, garage or amenitythe Project, Lender agrees to make available the Proceeds to for restoration of such Condominium Building, garage or amenity 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 Condominium Building, garage or amenity Improvements (together with undisbursed proceeds of the applicable Condominium Building Allocation, or the Garage/Amenity AllocationLoan, if any, allocated for the cost of the construction of such Condominium Building, or garage or amenity, as applicable, 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) 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%vi) of the applicable Condominium Building Allocation, in Lender’s sole determination after completion of restorationreasonable determination, the Condominium Building Allocation for the Project can be restored to an architecturally and economically viable project in compliance with applicable Condominium Building will not exceed eighty percent (80%) of the bulk sales value of such Condominium BuildingLaws, (vvii) Guarantor reaffirms its the Completion Guaranty and Carveout and the Limited Payment 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 management agreement for the Venue, will each remain in full force and effect; and (vix) in Lender’s reasonable determination, such restoration is likely to be completed within four (4) months after so that the casualty event, but in no event later than ninety (90) days Residential Units sufficient to satisfy the Pre-sale Requirement may be delivered to all Residential Unit Purchasers prior to the 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.