Common use of Loss Proceeds Clause in Contracts

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received Taking with respect to the operation Mortgaged Property, all of Borrower’s interest in Loss Proceeds shall be paid directly to the Collection Account. Subject to the provisions of Section 5.1(x) of this Agreement, whereby Loss Proceeds may in certain cases and upon satisfaction of the Property; providedterms and conditions set forth in Section 5.1 (x) be made available for Restoration, furtherLoss Proceeds may, howeverat Lender’s option exercised in Lender’s sole discretion, that be applied to the Indebtedness and, upon payment in full of the event that Indebtedness, to any Crossed Indebtedness or, if an Event of Default exists, in any manner determined by Lender in Lender’s sole discretion in accordance with Section 2.8 hereof. If the Insurance Loss Proceeds with respect are to be made available for Restoration pursuant to Section 5.1(x) of this Agreement, such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Loss Proceeds shall be held by Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which Eligible Account in the name of Lender and under the sole dominion and control of Lender to be opened (if not previously opened and maintained by the Collection Account Bank under the Collection Account Agreement by the Lender) by Lender at a financial institution selected by Lender (the “Loss Proceeds Account”). Funds on deposit in the Loss Proceeds Account shall be an Eligible Account, shall estimate, invested in Lender’s reasonable discretion, Permitted Investments (subject to the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance availability of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance Permitted Investments with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Collection Account Bank) in the same manner and subject to the same restrictions as Rent received set forth in Section 2.12(c) with respect to the operation of the Property; provided, further, however, that in the event Collection Account (except that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which maturity shall be an Eligible Account, shall estimate, in not later than as necessary to satisfy any schedule of distributions for Restoration required or approved by Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof). If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or necessary to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance comply with the terms of the Notethis Agreement.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received Taking with respect to the operation Mortgaged Property, all of Borrower’s interest in Loss Proceeds shall be paid directly to the Collection Account. Subject to the provisions of Section 5.1(x) of this Agreement, whereby Loss Proceeds may in certain cases and upon satisfaction of the Property; providedterms and conditions set forth in Section 5.1(x) be made available for Restoration, furtherLoss Proceeds may, howeverat Lender’s option exercised in Lender’s sole discretion, that be applied to the Indebtedness and, upon payment in full of the event that Indebtedness or, if an Event of Default exists, in any manner determined by Lender in Lender’s sole discretion in accordance with Section 2.8 hereof. If the Insurance Loss Proceeds with respect are to be made available for Restoration pursuant to Section 5.1(x) of this Agreement, such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Loss Proceeds shall be held by Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which Eligible Account in the name of Lender and under the sole dominion and control of Lender to be opened (if not previously opened and maintained by the Collection Account Bank under the Collection Account Agreement by the Lender) by Lender at a financial institution selected by Lender (the “Loss Proceeds Account”). Funds on deposit in the Loss Proceeds Account shall be an Eligible Account, shall estimate, invested in Lender’s reasonable discretion, Permitted Investments (subject to the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance availability of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance Permitted Investments with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Collection Account Bank) in the same manner and subject to the same restrictions as Rent received set forth in Section 2.12(c) with respect to the operation of the Property; provided, further, however, that in the event Collection Account (except that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which maturity shall be an Eligible Account, shall estimate, in not later than as necessary to satisfy any schedule of distributions for Restoration required or approved by Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof). If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or necessary to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance comply with the terms of the Notethis Agreement.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply the same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Propertyany Project, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, is required to elect or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the PropertyProjects; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a one or more lump sum sums in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank interest-bearing account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the PropertyProjects; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property Project shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated interest-bearing bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated interest-bearing bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds (other than proceeds of business interruption, loss of rents or a temporary taking) made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received Taking with respect to the operation Mortgaged Property, all of the Property; provided, further, however, that Borrower’s interest in the event that the Insurance Loss Proceeds with respect thereto shall be paid directly to the Collection Account. Subject to the provisions of Section 5.1(x) of this Agreement, whereby Loss Proceeds may in certain cases and upon satisfaction of the terms and conditions set forth in Section 5.1(x) be made available for Restoration, Loss Proceeds may, at Lender’s option exercised in Lender’s sole discretion, be applied to the Indebtedness and, upon payment in full of the Indebtedness, to any Crossed Indebtedness or, if an Event of Default exists, in any manner determined by Lender in Lender’s sole discretion in accordance with Section 2.8 hereof. If the Loss Proceeds are to be made available for Restoration pursuant to Section 5.1(x) of this Agreement, such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Loss Proceeds shall be held by Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which Eligible Account in the name of Lender and under the sole dominion and control of Lender to be opened (if not previously opened and maintained by the Collection Account Bank under the Collection Account Agreement by the Lender) by Lender at a financial institution selected by Lender (the “Loss Proceeds Account”). Funds on deposit in the Loss Proceeds Account shall be an Eligible Account, shall estimate, invested in Lender’s reasonable discretion, Permitted Investments (subject to the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance availability of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance Permitted Investments with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Collection Account Bank) in the same manner and subject to the same restrictions as Rent received set forth in Section 2.12(c) with respect to the operation of the Property; provided, further, however, that in the event Collection Account (except that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which maturity shall be an Eligible Account, shall estimate, in not later than as reasonably necessary to satisfy any schedule of distributions for Restoration required or approved by Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof). If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or necessary to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance comply with the terms of the Notethis Agreement.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s out of pocket costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s out of pocket costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s 's costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s 's costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same same, by transferring such amounts to the Collection Account, to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Xxxxxx in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, elects or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower Mortgagor for restoration, Lender and Borrower Mortgagor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply the same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, or is required to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower Mortgagor to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower Mortgagor for restoration, Lender and Borrower Mortgagor shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by BorrowerMortgagor, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of BorrowerMortgagor, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower Mortgagor for restoration in accordance herewith, to the extent not used by Borrower Mortgagor in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into paid to Mortgagor promptly following the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms completion of the NoteWork.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, elects or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply the same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, or is required to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into paid to Borrower promptly following the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms completion of the NoteWork.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower The Company shall cause all Loss Proceeds received to be deposited into the Proceeds Account subject to disbursement for repair or replacement of the assets affected, or otherwise, as follows: (i) If the Company certifies to the Depositary that (X) the affected portion of the Project is not capable of being rebuilt or replaced to permit operation on a commercially reasonable basis, or (Y) the Loss Proceeds, together with any other amounts available for such Insurance rebuilding or replacement, are not sufficient to permit such rebuilding or replacement, and in each case if the aggregate Loss Proceeds are in excess of the Loss Limit Amount, the Depositary will transfer the Net Available Amount of such Loss Proceeds to the Prepayment Account and the amount representing the Collection Expenses shall be paid by the insurer directly transferred to the Central Revenue Account. If such Loss Proceeds are equal to or less than the Loss Limit Amount, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out all such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same amounts shall be transferred to reduce the Debt Revenue Account for application in accordance with the terms hereof. (ii) If the Company certifies to the Depositary that it has determined not to rebuild, repair or restore all or a portion of the Note; providedProject and if the aggregate Loss Proceeds are in excess of the Loss Limit Amount, howeverthe Depositary shall withdraw and transfer to the Prepayment Account the Net Available Amount of the Loss Proceeds and the amount representing the Collection Expenses shall be transferred to the Revenue Account. If the Company certifies to the Depositary that only a portion of the Project is capable of being rebuilt or replaced, that and if Lender electsthe aggregate Loss Proceeds are in excess of the Loss Limit Amount, the Depositary shall transfer the Net Available Amount of the Loss Proceeds in excess of the cost of repairing or is deemed replacing the Project to have elected, the Prepayment Account and the amount representing the Collection Expenses shall be transferred to make the Insurance Revenue Account. If such Loss Proceeds available for restorationare equal to or less than the Loss Limit Amount, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage such amounts shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect transferred to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required Revenue Account for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt application in accordance with the terms hereof. (iii) If the Company shall not have provided any of the Note; providedcertifications described in Sections 3.04(a)(i) and (ii) above or has not provided the Officer’s Certificate described in Section 3.04(b) below within thirty (30) days following the receipt of any Loss Proceeds, however, that any Condemnation the Depositary shall withdraw and transfer to the Prepayment Account the Net Available Amount of the Loss Proceeds received in connection with a temporary Taking and the amount representing the Collection Expenses shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect transferred to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Revenue Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Mortgaged Property, unless Lender Agent elects, or is required deemed to have elected, pursuant to Article III hereof the Mortgage to make all of the Insurance Proceeds received under the insurance policy required to be maintained by Borrowers available to Borrower Borrowers for restoration, Lender Agent and Borrower Borrowers shall cause all such Insurance Proceeds Proceeds, except as otherwise set forth in the Mortgage, (less Borrowers's cost of recovering such Proceeds, including, without limitation, reasonable attorneys' fees) to be paid by the insurer directly to the Central Cash Collateral Account, whereupon Lender shall, Agent shall (after deducting Lender’s costs out Agent's reasonable expenses incurred in accordance with the terms of the Mortgage or the Credit Agreement, to protect Agent's interest in the Mortgaged Property and Agent's cost of recovering and paying out such Insurance Proceeds, including including, without limitation, reasonable attorneys’ ' fees, ) apply the same to reduce the Debt Indebtedness in accordance with the terms of the NoteCredit Agreement and the Mortgage; provided, however, that if Lender elects, or is deemed to have elected, to make in accordance with the Insurance terms of the Mortgage and the Credit Agreement the Proceeds shall be available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Cash Collateral Account, to be applied by Lender Agent in the same manner as Rent received Property Income with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Insurance Proceeds with respect to of such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender Agent shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s Agent's reasonable discretion, the number of months required for Borrower Borrowers to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank escrow account into the Central Cash Collateral Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender Agent shall hold such funds in a segregated bank account at the Bankaccount, which shall be an Eligible Accountinterest bearing to the extent practicable, and shall disburse the same in accordance with the provisions of Section 3.04 hereofthe Mortgage. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt If in accordance with the terms of the NoteMortgage and the Credit Agreement the Proceeds in respect of any taking are to be made available to Borrowers for 0148055.08-01S4a 19 restoration, Agent and Borrowers shall cause such Proceeds (less Borrowers' cost of recovering such Proceeds, including, without limitation, reasonable attorneys' fees) to be paid to the Cash Collateral Account, whereupon Agent shall (after deducting out Agent's reasonable expenses incurred to protect Agent's interest in the Mortgaged Property and Agent's cost of recovering and paying out such Proceeds, including, without limitation, reasonable attorneys' fees) apply same to reduce the Indebtedness in accordance with the terms of the Credit Agreement and the Mortgage; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Cash Collateral Account, to be applied by Lender Agent in the same manner as Rent Property Income received with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking taking are paid in a lump sum in advance, Lender Agent shall hold such Condemnation Proceeds in a segregated interest-bearing bank escrow account, which shall be an Eligible Account, shall estimate, in Lender’s Agent's reasonable discretion, the number of months that the Mortgaged Property shall be affected by such temporary Takingtaking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking taking by such number of months, and shall disburse from such bank escrow account into the Central Cash Collateral Account each month during the pendency of such temporary Taking taking such monthly installment of said Condemnation the Proceeds. In the event that Condemnation in accordance with the provisions of the Mortgage Proceeds are payable to or to be held by Agent to be applied toward restoration, Lender Agent shall hold such funds in a segregated bank account at the Bankaccount, which shall be an Eligible Accountinterest bearing to the extent practicable, and shall disburse same in accordance with the provisions of Section 3.04 hereofthe Mortgage. If any Proceeds in excess of the Casualty Amount or Proceeds paid due to a Taking (collectively, "Loss Proceeds Proceeds") are received by BorrowerBorrowers, such Loss Proceeds (less Borrowers' reasonable cost of recovering such Loss Proceeds, including, without limitation, reasonable attorneys' fees) shall be received in trust for LenderAgent, shall be segregated from other funds of BorrowerBorrowers, and shall be forthwith paid within five (5) Domestic Business Days after receipt into the Central Cash Collateral Account, or paid to Lender Agent to hold in a segregated bank account at account, which shall be interest bearing to the Bankextent practicable, in each case to be applied or disbursed in accordance with the foregoing. Any Except during the continuance of an Event of Default, any Loss Proceeds made available to Borrower Borrowers, in the event of a casualty, for 0148055.08-01S4a 20 restoration in accordance herewith, to the extent not used by Borrower Borrowers in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into paid to Borrowers. Any Loss Proceeds made available to Borrowers, in the Central Accountevent of a Taking, whereupon Lender for restoration in accordance herewith, to the extent not used by Borrowers in connection with, or to the extent they exceed the cost of, such restoration, shall apply the same be paid to Agent, to reduce the Debt in accordance with the terms of the NoteIndebtedness.

Loss Proceeds. In the event of a casualty to the Property, unless except to the extent Lender elects, or is required pursuant to Article III hereof to make all or any portion of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, or is otherwise required pursuant to the terms of this Security Instrument, to make all or a portion of the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minusuntil such time as the Debt Service Coverage for two (2) consecutive calendar quarters, if the sum first of which otherwise would be required shall not occur prior to be deposited into the Operation and Maintenance Expense Sub-Account if applicable casualty, shall equal the Required Debt Service Coverage or greater, at which time, after receipt of a Default Management Period existedwritten request from Borrower, all sums held by Lender which sum related to rent loss, business interruption insurance or similar Insurance Proceeds shall be remitted by Lender disbursed to Manager to pay Operating ExpensesBorrower. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Except to the extent Lender elects, or is required pursuant to Section 6.01 hereof to make all or a portion of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon to be held by Lender shall apply as additional collateral for the same Loan, until such time, if any, at any time subsequent to reduce the completion of the Work, the Debt Service Coverage is 1.2:1.0 or greater for two (2) consecutive calendar quarters and provided a Default does not exist, at the request of Borrower, such excess Loss Proceeds shall be disbursed to Borrower provided any such Loss Proceeds still remain in accordance with the terms of the NoteCentral Account.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof hereof, to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply the same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have electedrequired, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Rent Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated interest-bearing bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof hereof, to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Rent Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated interest-bearing bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated interest-bearing bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty or Taking with respect to the Mortgaged Property, unless Lender electsall Loss Proceeds shall be paid directly to the Collection Account and, if notwithstanding the foregoing, Borrower or is required pursuant to Article III hereof to make all any of the Insurance Proceeds available to Borrower for restorationits Affiliates receive any Loss Proceeds, Lender and Borrower shall deposit or cause all such Insurance Loss Proceeds to be paid by deposited in the insurer directly Collection Account upon such receipt. Subject to the Central Accountprovisions of Section 5.1(x) of this Agreement, whereupon Lender shallwhereby Loss Proceeds may in certain cases and upon satisfaction of the terms and conditions set forth in Section 5.1(x) be made available for Restoration, after deducting Loss Proceeds may, at Lender’s costs of recovering and paying out such Insurance Proceedsoption, including without limitation, reasonable attorneys’ fees, apply same be applied to reduce the Debt Indebtedness in accordance with the terms provisions hereof, and, upon payment in full of the Note; providedIndebtedness or, howeverif an Event of Default exists, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied any manner determined by Lender in accordance with Section 2.8 hereof. If the same manner as Rent received with respect Loss Proceeds are to the operation be made available for Restoration pursuant to Section 5.1(x) of the Property; providedthis Agreement, further, however, that in the event that the Insurance such Loss Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, shall be held by Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which Eligible Account in the name of Lender and under the “control” of Lender within the meaning of Sections 9-104 and 9-106 of the UCC to be opened (if not previously opened and maintained by the Collection Account Bank under the Collection Account Agreement by Lender) by Lender at a financial institution selected by Lender (the “Loss Proceeds Account”). Funds on deposit in the Loss Proceeds Account shall be an Eligible Account, shall estimate, invested in Lender’s reasonable discretion, Permitted Investments (subject to the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance availability of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance Permitted Investments with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Collection Account Bank) in the same manner and subject to the same restrictions as Rent received set forth in Section 2.12(c) with respect to the operation of the Property; provided, further, however, that in the event Collection Account (except that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which maturity shall be an Eligible Account, shall estimate, in not later than as necessary to satisfy any schedule of distributions for Restoration required or approved by Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof). If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or necessary to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance comply with the terms of the Notethis Agreement.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s 's costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if (a) an O&M Operative Period exists and (b) the Management Agreement which existed as of the Closing Date or an Approved Replacement Management Agreement exists, the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s 's costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received Taking with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Insurance all Loss Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, paid directly to the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Collection Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minusand, if notwithstanding the sum which otherwise would be required foregoing, Borrower or any of its Affiliates receive any Loss Proceeds, Borrower shall deposit or cause such Loss Proceeds to be deposited into in the Operation Collection Account upon such receipt. Subject to the provisions of Section 5.1(x) of this Agreement, whereby Loss Proceeds may in certain cases and Maintenance Expense Sub-Account if a Default Management Period existedupon satisfaction of the terms and conditions set forth in Section 5.1(x) be made available for Restoration, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Loss Proceeds are to may, at Lender's option, be applied toward restoration, Lender shall hold such funds in a segregated bank account at to the Bank, which shall be an Eligible Account, and shall disburse same Indebtedness in accordance with the provisions of Section 3.04 2.6(a) above, and, upon payment in full of the Indebtedness or, if an Event of Default exists, in any manner determined by Lender in accordance with Section 2.8 hereof. Unless Lender elects, or is required If the Loss Proceeds are to be made available for Restoration pursuant to Section 6.01 hereof to make all 5.1(x) of the Condemnation this Agreement, such Loss Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied held by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which Eligible Account in the name of Lender and under the "control" of Lender within the meaning of Sections 9-104 and 9-106 of the UCC to be opened (if not previously opened and maintained by the Collection Account Bank under the Collection Account Agreement by the Lender) by Lender at a financial institution selected by Lender (the "Loss Proceeds Account"). Funds on deposit in the Loss Proceeds Account shall be an Eligible Account, shall estimate, invested in Lender’s reasonable discretion, Permitted Investments (subject to the number availability of months such Permitted Investments with the Collection Account Bank) in the same manner and subject to the same restrictions as set forth in Section 2.12(c) with respect to the Collection Account (except that the Property maturity shall be affected not later than as necessary to satisfy any schedule of distributions for Restoration required or approved by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereofLender). If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or necessary to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance comply with the terms of the Notethis Agreement.

Loss Proceeds. In the event of a casualty to the Mortgaged Property, unless Lender Mortgagee elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower Mortgagor for restoration, Lender Mortgagee and Borrower Mortgagor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender Mortgagee shall, after deducting Lender’s Mortgagee's costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender Mortgagee elects, or is deemed to have elected, or is required, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender Mortgagee in the same manner as Rent received with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Insurance Proceeds with respect to of such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender Mortgagee shall hold such Insurance Proceeds in a segregated interest-interest- bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s Mortgagee's reasonable discretion, the number of months required for Borrower Mortgagor to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank escrow account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender Mortgagee shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender Mortgagee elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower Mortgagor for restoration, Lender Mortgagee and Borrower Mortgagor shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender Mortgagee shall, after deducting Lender’s Mortgagee's costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same same, by transferring such amounts to the Collection Account, to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Mortgagee in the same manner as Rent received with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender Mortgagee shall hold such Condemnation Proceeds in a segregated interest-bearing bank escrow account, which shall be an Eligible Account, shall estimate, in Lender’s Mortgagee's reasonable discretion, the number of months that the Mortgaged Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank escrow account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender Mortgagee shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by BorrowerMortgagor, such Loss Proceeds shall be received in trust for LenderMortgagee, shall be segregated from other funds of BorrowerMortgagor, and shall be forthwith paid into the Central Account, or paid to Lender Mortgagee to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower Mortgagor for restoration in accordance herewith, to the extent not used by Borrower Mortgagor in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender Mortgagee shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received Taking with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Insurance all Loss Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, paid directly to the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Collection Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minusand, if notwithstanding the sum which otherwise would be required foregoing, Borrower, Operating Lessee, or any of its or their Affiliates receive any Loss Proceeds, Borrower shall deposit or cause such Loss Proceeds to be deposited into in the Operation Collection Account upon such receipt. Subject to the provisions of Section 5.1(x) of this Agreement, whereby Loss Proceeds may in certain cases and Maintenance Expense Sub-Account if a Default Management Period existedupon satisfaction of the terms and conditions set forth in Section 5.1(x) be made available for Restoration, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Loss Proceeds are to may, at Lender’s option, be applied toward restoration, Lender shall hold such funds in a segregated bank account at to the Bank, which shall be an Eligible Account, and shall disburse same Indebtedness in accordance with the provisions of Section 3.04 2.6(a) above, and, upon payment in full of the Indebtedness or, if an Event of Default exists, in any manner determined by Lender in accordance with Section 2.8 hereof. Unless Lender elects, or is required If the Loss Proceeds are to be made available for Restoration pursuant to Section 6.01 hereof to make all 5.1(x) of the Condemnation this Agreement, such Loss Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied held by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which Eligible Account in the name of Lender and under the “control” of Lender within the meaning of Sections 9-104 and 9-106 of the UCC to be opened (if not previously opened and maintained by the Collection Account Bank under the Collection Account Agreement by Lender) by Lender at a financial institution selected by Lender (the “Loss Proceeds Account”). Funds on deposit in the Loss Proceeds Account shall be an Eligible Account, shall estimate, invested in Lender’s reasonable discretion, Permitted Investments (subject to the number availability of months such Permitted Investments with the Collection Account Bank) in the same manner and subject to the same restrictions as set forth in Section 2.12(c) with respect to the Collection Account (except that the Property maturity shall be affected not later than as necessary to satisfy any schedule of distributions for Restoration required or approved by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereofLender). If any Loss Proceeds are received by Borrower, Operating Lessee or Manager, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, Operating Lessee or Manager, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or necessary to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance comply with the terms of the Notethis Agreement.

Loss Proceeds. In the event of a casualty or Taking with respect to a Facility, unless pursuant to the Property, unless Lender elects, Related Mortgage the proceeds received under any insurance policy ("Insurance Proceeds") or is required pursuant the proceeds in respect of any Taking ("Condemnation Proceeds") are to Article III hereof to make all of the Insurance Proceeds be made available to Borrower the Borrowers for restoration, the Lender and Borrower the Borrowers shall cause all such Insurance Proceeds or Condemnation Proceeds (collectively, "Loss Proceeds") to be paid by the insurer directly to the Central Collection Account, whereupon the Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, will apply same to reduce the Debt Indebtedness in accordance with Section 2.7(b). If the terms Lender agrees or is required pursuant to the provisions hereof or of the Note; provided, however, that if Lender elects, or is deemed to have elected, Mortgage to make the Insurance Loss Proceeds available for restoration, then, to the extent permitted in the applicable Lease(s) (i) all Insurance Proceeds received in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that (ii) any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Collection Account, to be applied by the Lender in the same manner as Rent received with respect to the operation of the Propertysuch Facility; provided, further, however, that in the event that the Insurance Proceeds of any such business interruption insurance policy or Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, the Lender shall will hold such Insurance Proceeds or Condemnation Proceeds in a segregated non-interest-bearing bank account, which shall be an Eligible Accounttrust account at the Collateral Agent, shall estimate, in the Lender’s 's reasonable discretion, the number of months required for the Borrowers to restore the damage caused by the casualty to such Facility or that the Property shall such Facility will be affected by such temporary Taking, as the case may be, shall divide the aggregate business interruption Insurance Proceeds or Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank escrow account into the Central Collection Account each month during the performance of such restoration or pendency of such temporary Taking such monthly installment of said Insurance Proceeds or Condemnation Proceeds. In the event that Insurance Proceeds or Condemnation Proceeds are to be applied toward restoration, the Lender shall will hold such funds in a segregated bank non-interest-bearing trust account at the Bank, which shall be an Eligible Account, Collateral Agent and shall direct the Collateral Agent in writing to disburse same in accordance with the provisions of Section 3.04 hereofthe Related Mortgage. If any Loss Proceeds are received by any Borrower, such Loss Proceeds shall be received in trust for the Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into to the Central Collection Account, or paid to the Lender to hold in a segregated bank account at the Bankinterest-bearing trust account, in each case to be applied or disbursed in accordance with the foregoing, except as provided to the contrary in the Related Mortgage. Any Loss Proceeds made available to Borrower the Borrowers for restoration in accordance herewith, to the extent not used by Borrower the Borrowers in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Collection Account, whereupon the Lender shall will apply the same to reduce the Debt Allocated Loan Amount applicable to the affected Individual Property in accordance with the terms of the NoteSection 2.7(b).

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all or a portion of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s 's costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt without penalty in accordance with and except as specifically required pursuant to the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s 's costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same same, by transferring such amounts to the Collection Account, to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Xxxxxx in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.Note without premium or penalty. ARTICLE VI

Loss Proceeds. (a) Beneficiary shall establish the Loss Proceeds Account in the name of Beneficiary, or its successors and assignee. The Loss Proceeds Account shall be an Eligible Account under the sole dominion and control of Beneficiary. Grantor hereby irrevocably directs and authorizes Beneficiary to withdraw funds from the Loss Proceeds Account in accordance with the terms and conditions of this Section 5.11. Grantor shall not have any right of withdrawal with respect to the Loss Proceeds Account and Grantor shall so notify the bank in which the Loss Proceeds Account is located by an irrevocable written instrument, a copy of which, receipted by such bank, shall be promptly forwarded to Beneficiary. Grantor hereby grants Beneficiary a security interest in all amounts to be deposited in the Loss Proceeds Account. Each transfer of funds to be made from the Loss Proceeds Account under this Section 5.11 shall be made only to the extent that funds are on deposit in the Loss Proceeds Account and Beneficiary shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Grantor agrees that Grantor shall include all earnings on the Loss Proceeds Account as income of Grantor for federal and applicable state tax purposes. (b) In the event of a casualty to the Trust Property, unless Lender except to the extent Beneficiary elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower Grantor for restoration, Lender Beneficiary and Borrower Grantor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Cash Collateral Account, whereupon Lender Beneficiary shall, after deducting Lender’s reimbursing Grantor's reasonable costs and Beneficiary's reasonable cost of recovering and paying out such Insurance ProceedsProceeds including, including without limitation, reasonable attorneys’ fees' fees and disbursements, apply same same, up to an amount equal to the Release Price, to reduce the Debt and, provided that no Event of Default shall have occurred and is continuing, shall disburse any amount in accordance with the terms excess of the NoteRelease Price, if any, to Grantor; provided, however, that if Lender Beneficiary elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent lossrent, business interruption or other similar coverage shall be maintained in the Central Loss Proceeds Account, to be applied by Lender Beneficiary in the same manner as Rent received from Manager with respect to the operation of the Trust Property; provided, further, however, that in the event that the Insurance Proceeds with respect to of such rent lossrent, business interruption or other similar insurance policy are paid in a lump sum in advance, Lender Beneficiary shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible the Loss Proceeds Account, shall estimate, in Lender’s Beneficiary's reasonable discretion, the number of months required for Borrower Grantor to restore the damage caused by the casualty, shall divide the aggregate rent lossrent, business interruption or other similar Insurance Proceeds by such number of months, and shall disburse from such bank account the Loss Proceeds Account into the Central Cash Collateral Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender Beneficiary shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, Loss Proceeds Account and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender Beneficiary elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower Grantor for restoration, Lender Beneficiary and Borrower Grantor shall cause all such Condemnation Proceeds to be paid to the Central Cash Collateral Account, whereupon Lender Beneficiary shall, after deducting Lender’s reimbursing Grantor's reasonable costs and Beneficiary's reasonable costs of recovering and paying out such Condemnation Proceeds, including including, without limitation, reasonable attorneys’ fees' fees and disbursements, apply same same, up to an amount equal to the Release Price, by transferring such amount to the Collection Account, to reduce the Debt and, provided that no Event of Default shall have occurred and is continuing, shall disburse any amount in accordance with the terms excess of the NoteRelease Price, if any, to Grantor; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Loss Proceeds Account, to be applied by Lender Beneficiary in the same manner as Rent received from Manager with respect to the operation of the Trust Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender Beneficiary shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible the Loss Proceeds Account, shall estimate, in Lender’s Beneficiary's reasonable discretion, the number of months that the Trust Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account the Loss Proceeds Account into the Central Cash Collateral Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender Beneficiary shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Loss Proceeds Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by BorrowerGrantor, such Loss Proceeds shall be received in trust for LenderBeneficiary, shall be segregated from other funds of BorrowerGrantor, and shall be forthwith paid into the Central Cash Collateral Account, or paid to Lender Beneficiary to hold in a segregated bank account at the BankLoss Proceeds Account, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower Grantor for restoration in accordance herewith, to the extent not used by Borrower Grantor in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Cash Collateral Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower Grantor for restoration, Lender and Borrower Grantor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower Grantor to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower Grantor for restoration, Lender and Borrower Grantor shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by BorrowerGrantor, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of BorrowerGrantor, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower Grantor for restoration in accordance herewith, to the extent not used by Borrower Grantor in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the ofthe Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s 's actual out-of-pocket costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall shall, to the extent such proceeds are required to be held by Lender pursuant to Section 3.04 hereof, be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall shall, to the extent such proceeds are required to be held by Lender pursuant to Section 3.04 hereof, hold such Insurance Proceeds in a segregated interest-interest­ bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s 's actual out-of-pocket costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms tenns of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall shall, to the extent such proceeds are required to be held by Lender pursuant to Section 3.04 hereof, be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold hold, to the extent such proceeds are required to be held by Lender pursuant to Section 3.04 hereof, such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall shall. to the extent such proceeds are required to be held by Lender pursuant to Section 3.04 hereof, hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall shall, to the extent such proceeds are required to be held by Lender pursuant to Section 3.04 hereof, be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received Taking with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Insurance all Loss Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, paid directly to the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Collection Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minusand, if notwithstanding the sum which otherwise would be required foregoing, Borrower or any of its or their Affiliates receive any Loss Proceeds, Borrower shall deposit or cause such Loss Proceeds to be deposited into in the Operation Collection Account upon such receipt. Subject to the provisions of Section 5.1(x) of this Agreement, whereby Loss Proceeds may in certain cases and Maintenance Expense Sub-Account if a Default Management Period existedupon satisfaction of the terms and conditions set forth in Section 5.1(x) be made available for Restoration, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Loss Proceeds are to may, at Lender’s option, be applied toward restoration, Lender shall hold such funds in a segregated bank account at to the Bank, which shall be an Eligible Account, and shall disburse same Indebtedness in accordance with the provisions of Section 3.04 2.6(a) above, and, upon payment in full of the Indebtedness or, if an Event of Default exists, in any manner determined by Lender in accordance with Section 2.8 hereof. Unless Lender elects, or is required If the Loss Proceeds are to be made available for Restoration pursuant to Section 6.01 hereof to make all 5.1(x) of the Condemnation this Agreement, such Loss Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied held by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which Eligible Account in the name of Lender and under the “control” of Lender within the meaning of Sections 9-104 and 9-106 of the UCC to be opened (if not previously opened and maintained by the Collection Account Bank under the Collection Account Agreement by Lender) by Lender at a financial institution selected by Lender (the “Loss Proceeds Account”). Funds on deposit in the Loss Proceeds Account shall be an Eligible Account, shall estimate, invested in Lender’s reasonable discretion, Permitted Investments (subject to the number availability of months such Permitted Investments with the Collection Account Bank) in the same manner and subject to the same restrictions as set forth in Section 2.12(c) with respect to the Collection Account (except that the Property maturity shall be affected not later than as necessary to satisfy any schedule of distributions for Restoration required or approved by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereofLender). If any Loss Proceeds are received by BorrowerBorrower or Manager, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of BorrowerBorrower or Manager, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or necessary to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance comply with the terms of the Notethis Agreement.

Loss Proceeds. In Subject to the final sentence of Section 2.6(b), ------------- in the event of a casualty to the Mortgaged Property, unless Lender elects, elects or is deemed to have elected or is required pursuant to Article III hereof the Indenture to make all of the proceeds received under the insurance policy required to be maintained by Borrower ("Insurance Proceeds Proceeds") available to Borrower or Tenant, as applicable, -------------------- for restoration, then, Lender and Borrower shall cause all such Insurance Proceeds (less Borrower's cost of recovering such Insurance Proceeds, including, without limitation, reasonable attorneys' fees) to be paid by the insurer directly to the Central Rent Account, whereupon Lender shall, shall (after deducting out Lender’s costs 's cost of recovering and paying out such Insurance Proceeds, including including, without limitation, reasonable attorneys’ ' fees, ) apply same to reduce the Debt Indebtedness, in accordance with the terms of the Note; providedNote and the Indenture. In the event that Insurance Proceeds are to be applied toward restoration, howeverLender shall cause such funds to be held in a segregated bank account, that if which shall be an Eligible Account, and shall disburse same in accordance with the provisions of the Indenture. Unless Lender elects, or is deemed to have elected, pursuant to the Indenture to make all of the Insurance Proceeds proceeds in respect of any Taking (any such proceeds, "Condemnation Proceeds") available to Borrower for restoration, then ---------------------- Lender and Borrower shall cause all Insurance such Condemnation Proceeds (less Borrower's cost of recovering such Condemnation Proceeds, including, without limitation, reasonable attorneys' fees) to be paid to the Rent Account, whereupon Lender shall (after deducting out Lender's cost of recovering and paying out such Condemnation Proceeds, including, without limitation, reasonable attorneys' fees) apply same to reduce the Indebtedness in respect accordance with the terms of rent lossthe Note and the Indenture; provided, business interruption or similar coverage however, that any Condemnation Proceeds --------- ------- received in connection with a temporary taking shall be maintained in the Central Account, to be Rent Account and applied by Lender in the same manner as Rent received from Borrower with respect to the operation of the Mortgaged Property; provided, provided further, -------- -------- however, ------- that in the event that the Insurance Condemnation Proceeds with respect to of any such rent loss, business interruption or similar insurance policy temporary taking are paid in a lump sum in advance, Lender shall hold cause such Insurance Condemnation Proceeds to be held in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s 's reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event Payment Dates that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Mortgaged Property shall be affected by such temporary Takingtaking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking taking by such number of monthsPayment Dates, and shall disburse from such bank escrow account into the Central Rent Account each month Payment Date during the pendency of such temporary Taking taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold cause such funds to be held in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereofthe Indenture. If any Insurance Proceeds or Condemnation Proceeds (collectively, "Loss Proceeds Proceeds") are received by Borrower, such Loss Proceeds (less Borrower's ------------- cost of recovering such Loss Proceeds, including, without limitation, reasonable attorneys' fees) shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Rent Account, or paid to Lender to hold in a segregated bank account at the Bankaccount, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to the Borrower or Tenant, as applicable, for restoration in accordance herewith, to the extent not used by Borrower or Tenant, as applicable, in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Rent Account, whereupon Lender shall apply the same to reduce the Debt Indebtedness in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless except to the extent Lender elects, or is required pursuant to Article III hereof to make all or any portion of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, or is otherwise required pursuant to the terms of this Security Instrument, to make all or a portion of the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minusuntil such time as the Debt Service Coverage for two (2) consecutive calendar quarters, if the sum first of which otherwise would be required shall not occur prior to be deposited into the Operation and Maintenance Expense Sub-Account if applicable casualty, shall equal the Required Debt Service Coverage or greater, at which time, after receipt of a Default Management Period existedwritten request from Borrower, all sums held by Lender which sum related to rent loss, business interruption insurance or similar Insurance Proceeds shall be remitted by Lender disbursed to Manager to pay Operating ExpensesBorrower. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Except to the extent Lender elects, or is required pursuant to Section 6.01 hereof to make all or a portion of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon to be held by Lender shall apply as additional collateral for the same Loan, until such time, if any, at any time subsequent to reduce the completion of the Work, the Debt Service Coverage is 1.2:1.0 or greater for two (2) consecutive calendar quarters and provided a Default does not exist, at the request of Borrower, such excess Loss Proceeds shall be disbursed to Borrower provided any such Loss Proceeds still remain in accordance with the terms of the Note.Central Account. 70

Loss Proceeds. In the event of a casualty to the Trust Property, unless Lender Beneficiary elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower Grantor for restoration, Lender Beneficiary and Borrower Grantor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender Beneficiary shall, after deducting Lender’s Beneficiary's third-party costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms of the Note; providedPROVIDED, howeverHOWEVER, that if Lender Beneficiary elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender Beneficiary in the same manner as Rent received with respect to the operation of the Trust Property; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that in the event that the Insurance Proceeds with respect to of such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender Beneficiary shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s Beneficiary's reasonable discretion, the number of months required for Borrower Grantor to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank escrow account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender Beneficiary shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender Beneficiary elects, or is required pursuant to Section 6.01 6.01(a) hereof to make all of the Condemnation Proceeds available to Borrower Grantor for restoration, Lender Beneficiary and Borrower Grantor shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender Beneficiary shall, after deducting Lender’s Beneficiary's costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same same, by transferring such amounts to the Collection Account, to reduce the Debt in accordance with the terms of the Note; providedPROVIDED, howeverHOWEVER, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Beneficiary in the same manner as Rent received with respect to the operation of the Trust Property; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender Beneficiary shall hold such Condemnation Proceeds in a segregated interest-bearing bank escrow account, which shall be an Eligible Account, . Beneficiary shall estimate, in Lender’s Beneficiary's reasonable discretion, the number of months that the Trust Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank escrow account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender Beneficiary shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by BorrowerGrantor, such Loss Proceeds shall be received in trust for LenderBeneficiary, shall be segregated from other funds of BorrowerGrantor, and shall be forthwith paid into the Central Account, or paid to Lender Beneficiary to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower Grantor for restoration in accordance herewith, to the extent not used by Borrower Grantor in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender Beneficiary shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Mortgaged Property, unless Lender Mortgagee elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower Mortgagor for restoration, Lender Mortgagee and Borrower Mortgagor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender Mortgagee shall, after deducting Lender’s Mortgagee's third-party costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender Mortgagee elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender Mortgagee in the same manner as Rent received from Manager with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Insurance Proceeds with respect to of such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender Mortgagee shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s Mortgagee's reasonable discretion, the number of months required for Borrower Mortgagor to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank escrow account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender Mortgagee shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender Mortgagee elects, or is required pursuant to Section 6.01 6.01(a) hereof to make all of the Condemnation Proceeds available to Borrower Mortgagor for restoration, Lender Mortgagee and Borrower Mortgagor shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender Mortgagee shall, after deducting Lender’s Mortgagee's costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same same, by transferring such amounts to the Collection Account, to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender Mortgagee in the same manner as Rent received from Manager with respect to the operation of the Mortgaged Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender Mortgagee shall hold such Condemnation Proceeds in a segregated interest-bearing bank escrow account, which shall be an Eligible Account, . Mortgagee shall estimate, in Lender’s Mortgagee's reasonable discretion, the number of months that the Mortgaged Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank escrow account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender Mortgagee shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by BorrowerMortgagor, such Loss Proceeds shall be received in trust for LenderMortgagee, shall be segregated from other funds of BorrowerMortgagor, and shall be forthwith paid into the Central Account, or paid to Lender Mortgagee to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower Mortgagor for restoration in accordance herewith, to the extent not used by Borrower Mortgagor in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender Mortgagee shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. (a) In the event of a casualty to the Property, unless Lender Mortgagee elects, or is required pursuant to Article III hereof SECTION 1.9 of the Mortgage, to make all of the Insurance Proceeds proceeds received by or on behalf of Mortgagor under the insurance policy required to be maintained by Mortgagor ("INSURANCE PROCEEDS") available to Borrower Mortgagor for restorationrestoration of the Property, Lender Mortgagee and Borrower Mortgagor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender Mortgagee shall, after deducting Lender’s Mortgagee's costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ ' fees, apply same such Insurance Proceeds to reduce the Debt secured indebtedness in accordance with the terms of the Note; providedPROVIDED, howeverHOWEVER, that if Lender Mortgagee elects, or is deemed to have elected, to make the Insurance Proceeds available for restorationrestoration of the Property, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender Mortgagee in the same manner as Rent Rents and Profits received from Mortgagor with respect to the operation of the Property; providedPROVIDED FURTHER, further, howeverHOWEVER, that in the event that the Insurance Proceeds with respect to of such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender Mortgagee shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.(i) hold

Loss Proceeds. In Any Loss Proceeds, shall, as provided in Section 1.06, be held by the event of a casualty Mortgagee in the Restoration Account and any interest or other amounts, if any, actually earned on the balance held by the Mortgagee in the Restoration Account shall be credited to the PropertyRestoration Account, unless Lender electsfor the benefit of the Mortgagor. So long as no Default shall have occurred and be continuing, at the written request of the Mortgagor, any monies held in the Restoration Account shall be invested or is required reinvested in such Permitted Investments as the Mortgagor shall from time to time specify. Such Permitted Investments shall be held by the Mortgagee pursuant to Article III hereof to make all this Section 1.12; but, upon request of the Insurance Proceeds available to Borrower for restorationMortgagor, Lender the Mortgagee shall sell all or any designated part of the same and Borrower the proceeds of such sale shall cause all such Insurance Proceeds to be paid held by the insurer directly Mortgagee in the Restoration Account subject to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender provisions hereof in the same manner as Rent received with respect the cash used by it to purchase the Permitted Investments so sold. The Mortgagor agrees to pay the Mortgagee, on demand, amounts equal to any loss resulting from any investment or reinvestment pursuant to this Section 1.12 (and any such payments made by the Mortgagor shall be deposited by the Mortgagee into the Restoration Account), it being understood that the Mortgagee shall not be liable or responsible for any such loss. Notwithstanding anything herein or at law or in equity to the operation contrary, none of the Property; Loss Proceeds paid to the Mortgagee as herein provided, further, however, that and none of the other amounts from time to time held in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Restoration Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of monthsbe deemed trust funds, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum Mortgagee shall be remitted by Lender entitled to Manager advance amounts from time to pay Operating Expenses. In time held in the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid Restoration Account to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection withMortgagor, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms redemption of the NoteBonds or prepayment of other indebtedness constituting the Obligations hereunder, as provided in Section 1.06(c), all subject to the applicable provisions of the Indenture.

Loss Proceeds. In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating ExpensesProceeds. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s reasonable costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

Loss Proceeds. In the event of a casualty to the Property, unless except to the extent Lender elects, or is required pursuant to Article III hereof to make all or any portion of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, or is otherwise required pursuant to the terms of this Security Instrument, to make all or a portion of the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minusuntil such time as the Debt Service Coverage for two (2) consecutive calendar quarters, if the sum first of which otherwise would be required shall not occur prior to be deposited into the Operation and Maintenance Expense Sub-Account if applicable casualty, shall equal the Required Debt Service Coverage or greater, at which time, after receipt of a Default Management Period existedwritten request from Borrower, all sums held by Lender which sum related to rent loss, business interruption insurance or similar Insurance Proceeds shall be remitted by Lender disbursed to Manager to pay Operating ExpensesBorrower. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Except to the extent Lender elects, or is required pursuant to Section 6.01 hereof to make all or a portion of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon to be held by Lender shall apply as additional collateral for the same Loan, until such time, if any, at any time subsequent to reduce the completion of the Work, the Debt Service Coverage is 1.2:1.0 or greater for two (2) consecutive calendar quarters and provided a Default does not exist, at the request of Borrower, such Loss Proceeds shall be disbursed to Borrower provided any such excess Loss Proceeds still remain in accordance with the terms of the NoteCentral Account.