Common use of Miscellaneous Application of Insurance Proceeds Clause in Contracts

Miscellaneous Application of Insurance Proceeds. Subject to the terms, provisions and requirements of the Declaration and applicable Colorado law and to the extent that clause (b) above shall not be applicable, the Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to adjust or compromise any insured loss in respect of the Resort and to collect and receive the proceeds from any such policy in respect of any such loss, which appointment shall be deemed to be coupled with an interest. Each insurance company issuing any of the above-mentioned insurance policies is hereby irrevocably authorized and directed to make payment in respect of any such loss (whether or not the Lender shall have exercised its option to adjust or compromise such loss) directly to the Lender alone and not to the Debtor and the Lender jointly. The Debtor shall immediately pay over to the Lender any such payments received directly from any such insurance company. The Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceeds, which appointment shall be deemed to be coupled with an interest. Such insurance proceeds received by the Lender shall not be, nor be deemed to be, trust funds and may be commingled with the general funds of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the Lender. After deducting from such insurance proceeds any expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling of such funds (including, without limitation, attorneys' fees and disbursements), the Lender shall (i) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment of the Loan, first, as provided in the Inventory Loan Agreement and second, as provided in Section 2.3(c) hereof; (i) if no Event of Default shall then exist and such loss shall not have been in respect of all, or substantially all, of the Property in respect of the Resort and shall have exceeded $20,000 and if the insurer which paid such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to the Obligations, either deliver the net insurance proceeds to the Debtor as contemplated in clause (A) below but subject to the conditions set forth in said clause (A) or apply the same as contemplated in clause (B) below: (1) the Debtor shall have, within 30 days of such loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing in accordance with the aforesaid plans and specifications, free and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents; (4) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such rebuilding, restoration and/or repairing can be completed within any applicable time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort after such rebuilding, restoration and/or repairing), the Resort shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort immediately prior to the occurrence of such damage or destruction; (6) at the time of each disbursement contemplated by sub-clause (8) below, no Property-Related Contract shall have been terminated or, if any Property-Related Contract shall have been terminated, the Lender shall be

Miscellaneous Application of Insurance Proceeds. Subject In connection with, and pursuant to, Section 3.5(b)(ii) hereof, Lender and Borrower agree to the termsfollowing: (i) Following the occurrence of any Default or Event of Default (provided that if such Default or Event of Default is cured by Borrower, provisions and requirements of the Declaration and applicable Colorado law and to the extent that then clause (bii) above below and not this clause (i) shall not be applicablethereafter apply), and subject to Applicable Law and the provisions of each Declaration, Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to adjust or compromise any insured loss in respect of the Resort and to collect and receive may direct the proceeds from any such policy in respect policies to be received and collected by Lender, Borrower, the Silverleaf Club or Orlando Breeze Resort Club, as applicable, or another third party acceptable to Lender. Following the occurrence of any such lossDefault or Event of Default, which appointment shall be deemed to be coupled with an interest. Each each insurance company issuing any of the above-mentioned insurance policies is hereby irrevocably authorized and directed to make payment in respect for all such losses directly to Lender, Borrower, the Silverleaf Club or Orlando Breeze Resort Club, as applicable, or such other third party as directed by Lender. Following the occurrence of any Default or Event of Default (provided that if such loss Default or Event of Default is cured by Borrower, then clause (ii) below and not this clause (i) shall thereafter apply), and subject to Applicable Law and the provisions of each Declaration and any limitations thereunder, and provided Lender is entitled to receive such insurance proceeds pursuant to the applicable Declaration, after deducting from said insurance proceeds all of its expenses incurred in the collection and administration of such sums, including attorneys' fees, Lender may apply the net proceeds or any part thereof, at its option (i) to payment of the Obligations, whether or not the Lender shall have exercised its option to adjust or compromise such loss) directly to the Lender alone and not to the Debtor and the Lender jointly. The Debtor shall immediately pay over to the Lender any such payments received directly from any such insurance company. The Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceeds, which appointment shall be deemed to be coupled with an interest. Such insurance proceeds received by the Lender shall not be, nor be deemed to be, trust funds and may be commingled with the general funds of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the Lender. After deducting from such insurance proceeds any expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling of such funds (including, without limitation, attorneys' fees and disbursements), the Lender shall (i) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment of the Loan, first, as provided in the Inventory Loan Agreement and seconddue, as provided in Section 2.3(c2.3(a)(ii) hereof; , (iii) if no Event to the repair and/or restoration of Default shall then exist and such loss shall not have been in respect of allthe LOAN AND SECURITY AGREEMENT Pledged Intervals, or substantially all, (iii) for any other purposes or objects for which Lender is entitled to advance funds under this Agreement or any of the Property in respect of the Resort and shall have exceeded $20,000 and if the insurer which paid such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to the Obligations, either deliver the net insurance proceeds to the Debtor as contemplated in clause (A) below but subject to the conditions set forth in said clause (A) or apply the same as contemplated in clause (B) below: (1) the Debtor shall have, within 30 days of such loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing in accordance with the aforesaid plans and specifications, free and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents;; all without affecting the Liens and security interests of this Agreement and the other Security Documents. Lender shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure. (4ii) at the time of Subject to each disbursement contemplated by sub-clause (8) belowDeclaration and Applicable Law, the Lender shall be reasonably satisfied that such rebuilding, restoration and/or repairing can be completed within any applicable time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort after such rebuilding, restoration and/or repairing), the Resort shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort immediately prior to the occurrence of such damage any Default or destruction; (6) at the time Event of each disbursement contemplated by sub-Default and if Borrower gives Lender notice of any casualty as provided in clause (8) d) below, no Property-Related Contract Borrower or the Silverleaf Club or Orlando Breeze Resort Club, as applicable, shall have been terminated the right to adjust and compromise losses under insurance policies and to collect and receive insurance proceeds and shall apply such insurance proceeds with respect to such losses solely and exclusively to the repair and restoration of the Pledged Intervals (and the affected Resort, as applicable) or, if consented to by Lender, to the payment of the Obligations as Borrower deems appropriate in its reasonable discretion. With respect to any Property-Related Contract such casualty loss, Borrower shall have been terminatedthe right to use any insurance proceeds received on account of such loss to the repair and restoration of the Pledged Intervals (and the affected Resort, the Lender shall beas applicable).

Miscellaneous Application of Insurance Proceeds. Subject to the terms, provisions and requirements of the Declaration Declarations and applicable Colorado law and to the extent that clause (b) above shall not be applicable, the Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to adjust or compromise any insured loss in respect of the Resort and to collect and receive the proceeds from any such policy in respect of any such loss, which appointment shall be deemed to be coupled with an interest. Each insurance company issuing any of the above-mentioned insurance policies is hereby irrevocably authorized and directed to make payment in respect of any such loss (whether or not the Lender shall have exercised its option to adjust or compromise such loss) directly to the Lender alone and not to the Debtor and the Lender jointly. The Debtor shall immediately pay over to the Lender any such payments received directly from any such insurance company. The Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceeds, which appointment shall be deemed to be coupled with an interest. Such insurance proceeds received by the Lender shall not be, nor be deemed to be, trust funds and may be commingled with the general funds of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the Lender. After deducting from such insurance proceeds any expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling of such funds (including, without limitation, attorneys' fees and disbursements), the Lender shall (i) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment of the Loan, first, as provided in the Inventory Loan Agreement Section 2.1(a) hereof and second, as provided in Section 2.3(c) hereofthe Receivable Loan Agreement; (iii) if no Event of Default shall then exist and such loss shall not have been in respect of all, or substantially all, of the Property in respect of the Resort and shall have exceeded $20,000 and if the insurer which paid such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to the Obligations, either deliver the net insurance proceeds to the Debtor as contemplated in clause (A) below but subject to the conditions set forth in said clause (A) or apply the same as contemplated in clause (B) below: (1) the Debtor shall have, within 30 days of such loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort Resorts damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause subclause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing in accordance with the aforesaid plans and specifications, free and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents; (4) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such rebuilding, restoration and/or repairing can be completed within any applicable time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort after such rebuilding, restoration and/or repairing), the Resort shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort immediately prior to the occurrence of such damage or destruction; (6) at the time of each disbursement contemplated by sub-clause (8) below, no Property-Related Contract shall have been terminated or, if any Property-Related Contract shall have been terminated, the Lender shall besuch

Miscellaneous Application of Insurance Proceeds. Subject In connection with, and pursuant to, Section 3.6(c)(ii) hereof, Lender and Borrower agree to the termsfollowing: (i) Following the occurrence of any Default or Event of Default (provided that if such Default or Event of Default is cured by Borrower, provisions and requirements of the Declaration and applicable Colorado law and to the extent that then clause (bii) above below and not this clause (i) shall not be applicablethereafter apply), and subject to Applicable Law and the provisions of each Declaration, Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to adjust or compromise any insured loss in respect of the Resort and to collect and receive may direct the proceeds from any such policy in respect policies to be received and collected by Lender, Borrower, the Silverleaf Club or Orlando Breeze Resort Club, as applicable, or another third party acceptable to Lender. Following the occurrence of any such lossDefault or Event of Default, which appointment shall be deemed to be coupled with an interest. Each each insurance company issuing any of the above-mentioned insurance policies is hereby irrevocably authorized and directed to make payment in respect for all such losses directly to Lender, Borrower, the Silverleaf Club or Orlando Breeze Resort Club, as applicable, or such other third party as directed by Lender. Following the occurrence of any Default or Event of Default (provided that if such loss Default or Event of Default is cured by Borrower, then clause (ii) below and not this clause (i) shall thereafter apply), and subject to Applicable Law and the provisions of each Declaration and any limitations thereunder, and provided Lender is entitled to receive such insurance proceeds pursuant to the applicable Declaration, after deducting from said insurance proceeds all of its expenses incurred in the collection and administration of such sums, including attorneys' fees, Lender may apply the net proceeds or any part thereof, at its option (i) to payment of the Obligations, whether or not the Lender shall have exercised its option to adjust or compromise such loss) directly to the Lender alone and not to the Debtor and the Lender jointly. The Debtor shall immediately pay over to the Lender any such payments received directly from any such insurance company. The Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceeds, which appointment shall be deemed to be coupled with an interest. Such insurance proceeds received by the Lender shall not be, nor be deemed to be, trust funds and may be commingled with the general funds of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the Lender. After deducting from such insurance proceeds any expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling of such funds (including, without limitation, attorneys' fees and disbursements), the Lender shall (i) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment of the Loan, first, as provided in the Inventory Loan Agreement and seconddue, as provided in Section 2.3(c2.3(a)(ii) hereof; , (iii) if no Event to the repair and/or restoration of Default shall then exist and such loss shall not have been in respect of allthe Pledged Intervals, or substantially all, (iii) for any other purposes or objects for which Lender is entitled to advance funds under this Agreement or any of the Property in respect of the Resort and shall have exceeded $20,000 and if the insurer which paid such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to the Obligations, either deliver the net insurance proceeds to the Debtor as contemplated in clause (A) below but subject to the conditions set forth in said clause (A) or apply the same as contemplated in clause (B) below: (1) the Debtor shall have, within 30 days of such loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing in accordance with the aforesaid plans and specifications, free and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents;; all without affecting the Liens and security interests of this Agreement and the other Security Documents. Lender shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure. (4ii) at the time of Subject to each disbursement contemplated by sub-clause (8) belowDeclaration and Applicable Law, the Lender shall be reasonably satisfied that such rebuilding, restoration and/or repairing can be completed within any applicable time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort after such rebuilding, restoration and/or repairing), the Resort shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort immediately prior to the occurrence of such damage any Default or destruction; (6) at the time Event of each disbursement contemplated by sub-Default and if Borrower gives Lender notice of any casualty as provided in clause (8) d) below, no Property-Related Contract Borrower or the Silverleaf Club or Orlando Breeze Resort Club, as applicable, shall have been terminated the right to adjust and compromise losses under insurance policies and to collect and receive insurance proceeds and shall apply such insurance proceeds with respect to such losses solely and exclusively to the repair and restoration of the Pledged Intervals (and the affected Resort, as applicable) or, if consented to by Lender, to the payment of the Obligations as Borrower deems appropriate in its reasonable discretion. With respect to any Property-Related Contract such casualty loss, Borrower shall have been terminatedthe right to use any insurance proceeds received on account of such loss to the repair and restoration of the Pledged Intervals (and the affected Resort, the Lender shall beas applicable).

Miscellaneous Application of Insurance Proceeds. Subject In connection with, and pursuant to, Section 3.5(b)(ii) hereof, Lender and Borrower agree to the termsfollowing: (i) Following the occurrence of any Default or Event of Default (provided that if such Default or Event of Default is cured by Borrower, provisions and requirements of the Declaration and applicable Colorado law and to the extent that then clause (bii) above below and not this clause (i) shall not be applicablethereafter apply), and subject to Applicable Law and the provisions of each Declaration, Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to adjust or compromise any insured loss in respect of the Resort and to collect and receive may direct the proceeds from any such policy in respect policies to be received and collected by Lender, Borrower, the Silverleaf Club or Orlando Breeze Resort Club, as applicable, or another third party acceptable to Lender. Following the occurrence of any such lossDefault or Event of Default, which appointment shall be deemed to be coupled with an interest. Each each insurance company issuing any of the above-mentioned insurance policies is hereby irrevocably authorized and directed to make payment in respect for all such losses directly to Lender, Borrower, the Silverleaf Club or Orlando Breeze Resort Club, as applicable, or such other third party as directed by Lender. Following the occurrence of any Default or Event of Default (provided that if such loss Default or Event of Default is cured by Borrower, then clause (ii) below and not this clause (i) shall thereafter apply), and subject to Applicable Law and the provisions of each Declaration and any limitations thereunder, and provided Lender is entitled to receive such insurance proceeds pursuant to the applicable Declaration, after deducting from said insurance proceeds all of its expenses incurred in the collection and administration of such sums, including attorneys’ fees, Lender may apply the net proceeds or any part thereof, at its option (i) to payment of the Obligations, whether or not the Lender shall have exercised its option to adjust or compromise such loss) directly to the Lender alone and not to the Debtor and the Lender jointly. The Debtor shall immediately pay over to the Lender any such payments received directly from any such insurance company. The Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceeds, which appointment shall be deemed to be coupled with an interest. Such insurance proceeds received by the Lender shall not be, nor be deemed to be, trust funds and may be commingled with the general funds of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the Lender. After deducting from such insurance proceeds any expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling of such funds (including, without limitation, attorneys' fees and disbursements), the Lender shall (i) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment of the Loan, first, as provided in the Inventory Loan Agreement and seconddue, as provided in Section 2.3(c2.3(a)(ii) hereof; , (iii) if no Event to the repair and/or restoration of Default shall then exist and such loss shall not have been in respect of allthe Pledged Intervals, or substantially all, (iii) for any other purposes or objects for which Lender is entitled to advance funds under this Agreement or any of the Property in respect of the Resort and shall have exceeded $20,000 and if the insurer which paid such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to the Obligations, either deliver the net insurance proceeds to the Debtor as contemplated in clause (A) below but subject to the conditions set forth in said clause (A) or apply the same as contemplated in clause (B) below: (1) the Debtor shall have, within 30 days of such loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing in accordance with the aforesaid plans and specifications, free and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents;; all without affecting the Liens and security interests of this Agreement and the other Security Documents. Lender shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure. (4ii) at the time of Subject to each disbursement contemplated by sub-clause (8) belowDeclaration and Applicable Law, the Lender shall be reasonably satisfied that such rebuilding, restoration and/or repairing can be completed within any applicable time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort after such rebuilding, restoration and/or repairing), the Resort shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort immediately prior to the occurrence of such damage any Default or destruction; (6) at the time Event of each disbursement contemplated by sub-Default and if Borrower gives Lender notice of any casualty as provided in clause (8) d) below, no Property-Related Contract Borrower or the Silverleaf Club or Orlando Breeze Resort Club, as applicable, shall have been terminated the right to adjust and compromise losses under insurance policies and to collect and receive insurance proceeds and shall apply such insurance proceeds with respect to such losses solely and exclusively to the repair and restoration of the Pledged Intervals (and the affected Resort, as applicable) or, if consented to by Lender, to the payment of the Obligations as Borrower deems appropriate in its reasonable discretion. With respect to any Property-Related Contract such casualty loss, Borrower shall have been terminatedthe right to use any insurance proceeds received on account of such loss to the repair and restoration of the Pledged Intervals (and the affected Resort, the Lender shall beas applicable).

Miscellaneous Application of Insurance Proceeds. Subject In connection with, and pursuant to, Section 3.5(b)(ii) hereof, the Lenders and the Borrower agree to the termsfollowing: (i) Following the occurrence of any Default or Event of Default (provided that if such Default or Event of Default is cured by the Borrower, provisions then clause (ii) below and requirements not this clause (i) shall thereafter apply), the Administrative Agent at the instruction of the Declaration and applicable Colorado law and to the extent that clause (b) above shall not be applicable, the Lender Required Lenders is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) empowered to adjust or compromise any insured loss in respect of the Resort under any insurance policies maintained pursuant to this Section 3.5, and to collect and receive the proceeds from any such policy in respect of any policies. In such lossevent, which appointment shall be deemed to be coupled with an interest. Each each insurance company issuing any of the above-mentioned insurance policies is hereby irrevocably authorized and directed to make payment in respect of any for all such loss (whether or not the Lender shall have exercised its option to adjust or compromise such loss) losses directly to the Lender alone and not Administrative Agent, instead of to the Debtor Borrower (and/or the applicable Association) and the Lender Administrative Agent jointly. The Debtor shall immediately pay over In the event any insurance company fails to disburse directly and solely to the Lender Administrative Agent but disburses instead either solely to the Borrower or to the Borrower (and/or any Association) and the Administrative Agent jointly, the Borrower agrees immediately to endorse and transfer, or cause to be endorsed and transferred, such payments received directly from any proceeds to the Administrative Agent. Upon the failure of the Borrower to endorse and transfer such insurance company. The Lender is proceeds as aforesaid (or cause the same to be done), the Administrative Agent at the instruction of the Required Lenders may execute such endorsements or transfers for and in the name of the Borrower (whether as Declarant or otherwise) and the Borrower hereby unconditionally and irrevocably authorized and appointed appoints the Administrative Agent as the Borrower's agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceedsfact, which appointment shall be deemed to be coupled with an interest. Such insurance , to endorse and transfer such proceeds received by to the Lender shall not be, nor be deemed to be, trust funds and may be commingled with the general funds Administrative Agent on behalf of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the LenderLenders. After deducting from such said insurance proceeds any all of its expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling and administration of such funds (includingsums, without limitation, including attorneys' fees and disbursements)fees, the Lender shall Administrative Agent may apply the net proceeds or any part thereof, as instructed by the Required Lenders, (i) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment payment of the LoanObligations, first, as provided in the Inventory Loan Agreement and secondwhether or not due, as provided in Section 2.3(c2.5(d) hereof; , (iii) if no Event of Default shall then exist and such loss shall not have been in respect of all, or substantially all, to the repair and/or restoration of the Property in respect applicable Project or (iii) for any other purposes or objects for which the Administrative Agent or the Lenders are entitled to advance funds under this Agreement or any of the Resort and shall have exceeded $20,000 and if the insurer which paid such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to the Obligations, either deliver the net insurance proceeds to the Debtor as contemplated in clause (A) below but subject to the conditions set forth in said clause (A) or apply the same as contemplated in clause (B) below: (1) the Debtor shall have, within 30 days of such loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing in accordance with the aforesaid plans and specifications, free and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents;; all without affecting the Liens and security interests of this Agreement and the other Security Documents. Neither the Administrative Agent nor the Lenders shall be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure. (4ii) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such rebuilding, restoration and/or repairing can be completed within any applicable time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort after such rebuilding, restoration and/or repairing), the Resort shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort immediately prior Prior to the occurrence of such damage any Default or destruction; (6) at Event of Default and if the time Borrower gives the Administrative Agent notice of each disbursement contemplated by sub-any casualty as provided in clause (8) d) below, no Property-Related Contract the Borrower shall have been terminated the right to adjust and compromise losses under insurance policies and to collect and receive insurance proceeds and shall apply such insurance proceeds with respect to such losses solely and exclusively to the repair and restoration of the affected Project or, if any Property-Related Contract shall have been terminated, the Lender shall beconsented to

Miscellaneous Application of Insurance Proceeds. Subject In connection with, and pursuant to, Section 3.5(b) hereof, Agent, Lenders and Borrowers agree to the termsfollowing: (i) Following the occurrence and continuance of any Default or Event of Default (provided that if such Default or Event of Default is cured by Borrowers, provisions and requirements of the Declaration and applicable Colorado law and to the extent that then clause (bii) above below and not this clause (i) shall not be applicablethereafter apply), the Lender Agent is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) empowered, at its option, to adjust or compromise any insured loss in respect of the Resort under any insurance policies maintained pursuant to this Section 3.5, and to collect and receive the proceeds from any such policy in respect of any policies. In such lossevent, which appointment shall be deemed to be coupled with an interest. Each each insurance company issuing any of the above-mentioned insurance policies is hereby irrevocably authorized and directed to make payment for all such losses directly to Agent, for the benefit of itself and Lenders, instead of to Borrowers and Agent jointly. In the event any insurance company fails to disburse directly and solely to Agent but disburses instead either solely to Borrowers or to Borrowers and Agent jointly, Borrowers agree promptly to endorse and transfer, or cause to be endorsed and transferred, such proceeds to Agent, for the benefit of itself and Lenders. Upon the failure of Borrowers to endorse and transfer such proceeds as aforesaid (or cause the same to be done), Agent may execute such endorsements or transfers for and in respect the name of any such loss (whether or not the Lender shall have exercised its option to adjust or compromise such loss) directly to the Lender alone Borrower and not to the Debtor Borrowers hereby unconditionally and the Lender jointly. The Debtor shall immediately pay over to the Lender any such payments received directly from any such insurance company. The Lender is hereby irrevocably authorized and appointed the appoint Agent as each Borrower’s agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceedsfact, which appointment shall be deemed to be coupled with an interest. Such insurance , to endorse and transfer such proceeds received by to Agent, for the Lender shall not be, nor be deemed to be, trust funds benefit of itself and may be commingled with the general funds of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the LenderLenders. After deducting from such said insurance proceeds any all of its out-of-pocket expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling and administration of such funds sums, including reasonable attorneys’ fees, Agent may apply the net proceeds or any part thereof, at its option (including, without limitation, attorneys' fees and disbursements), the Lender shall (iA) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment payment of the LoanObligations, first, as provided in the Inventory Loan Agreement and secondwhether or not due, as provided in Section 2.3(c2.3(a)(ii) hereof;, (B) to the repair and/or restoration of the damaged Property, or (C) for any other purposes or objects for which Agent is entitled to advance funds under this Agreement or any of the other Security Documents, all without effecting the Liens and security interests of this Agreement and the other Security Documents. Agent shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure unless caused by Agent’s gross negligence or willful misconduct. (iii) if no Prior to the occurrence and continuance of any Default or Event of Default and if any Borrower gives Agent notice of any casualty as provided in clause (d) below, Borrowers shall then exist have the right to adjust and such loss shall not have been in respect of all, or substantially all, of the Property in respect of the Resort compromise losses under insurance policies and to collect and receive insurance proceeds and shall have exceeded $20,000 and if the insurer which paid apply such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to such losses solely and exclusively to the Obligationsrepair and restoration of the damaged Property or to the payment of the Obligations as Borrowers deem appropriate in their reasonable discretion. With respect to any such casualty loss, either deliver Borrowers shall have the net right to use any insurance proceeds received on account of such loss to the Debtor as contemplated repair and restoration of the damaged Property, provided that prior written notice is given with respect thereto to Agent and the scope and plans for the repair or restoration have been approved by Agent, which approval shall not be unreasonably withheld or delayed if the repair or restoration will result in clause (A) below but subject a new “unit” which is substantially comparable to the conditions set forth pre-existing “unit” in said clause (A) or apply terms of overall usable square footage and types of functions served by the damaged “unit” prior to the loss, the new “unit” is constructed with the same or better quality of materials and workmanship as contemplated existed in clause (B) below: (1) the Debtor shall have, within 30 days of such damaged “unit” prior to the loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing is constructed in accordance with the aforesaid plans applicable requirements of then existing zoning, design and specifications, free building codes and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents; (4) at the time of each disbursement contemplated by sub-clause (8) belowApplicable Laws, the Lender applicable Declaration and market considerations. All such repair and restoration shall be reasonably satisfied that such rebuilding, restoration and/or repairing can diligently prosecuted to completion by Borrowers and shall be completed within any applicable a time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause (8) below, the Lender shall be frame reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort after such rebuilding, restoration and/or repairing), the Resort shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort immediately prior acceptable to the occurrence of such damage or destruction; (6) at the time of each disbursement contemplated by sub-clause (8) below, no Property-Related Contract shall have been terminated or, if any Property-Related Contract shall have been terminated, the Lender shall beAgent.

Miscellaneous Application of Insurance Proceeds. Subject to the terms, provisions and requirements of the Declaration Declarations and applicable Colorado law and to the extent that clause (b) above shall not be applicable, the Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to adjust or compromise any insured loss in respect of the Resort Collateral and to collect and receive the proceeds from any such policy in respect of any such loss, which appointment shall be deemed to be coupled with an interest. Each insurance company issuing any of the above-above- mentioned insurance policies is hereby irrevocably authorized and directed to make payment in respect of any such loss (whether or not the Lender shall have exercised its option to adjust or compromise such loss) directly to the Lender alone and not to the Debtor and the Lender jointly. The Debtor shall immediately pay over to the Lender any such payments received directly from any such insurance company. The Lender is hereby irrevocably authorized and appointed the agent and attorney-in-fact of the Debtor (with full right of substitution) to endorse the Debtor's name on any instrument in payment of such proceeds, which appointment shall be deemed to be coupled with an interest. Such insurance proceeds received by the Lender shall not be, nor be deemed to be, trust funds and may be commingled with the general funds of the Lender. No interest shall be payable in respect of any such insurance proceeds received by the Lender. After deducting from such insurance proceeds any expenses incurred by the Lender in the adjustment or compromise of such loss or in the collection or handling of such funds (including, without limitation, attorneys' fees and disbursements), the Lender shall (i) if an Event of Default shall then exist, apply such net insurance proceeds to the prepayment of the Loan, first, as provided in the Inventory Loan Agreement and second, as provided in Section 2.3(c) hereof2.1; (iii) if no Event of Default shall then exist and such loss shall not have been in respect of all, or substantially all, of the Property in respect of the Collateral located at any Resort and shall have exceeded $20,000 and if the insurer which paid such insurance proceeds shall not claim any right of participation and/or assignment of rights in respect of the Lender with respect to the Obligations, either deliver the net insurance proceeds to the Debtor as contemplated in clause (A) below but subject to the conditions set forth in said clause (A) or apply the same as contemplated in clause (B) below: (1) the Debtor shall have, within 30 days of such loss, delivered to the Lender a written undertaking to rebuild, restore and/or repair the Property of the Resort Collateral damaged or destroyed; (2) the Debtor shall have, within 60 days of such loss, submitted to the Lender for its approval (x) plans and specifications in respect of such rebuilding, restoration and/or repairing, which plans and specifications shall be reasonably satisfactory to the Lender and which shall have been prepared by an architect reasonably satisfactory to the Lender, (y) an estimate of all costs of such rebuilding, restoration and/or repairing signed by such architect and (z) copies of approvals or consents of all necessary governmental authorities; (3) at the time of each disbursement contemplated by sub-clause subclause (8) below, the Lender shall be reasonably satisfied that such net insurance proceeds, together with any additional funds made available for such purpose by the Debtor and deposited with the Lender, shall be sufficient to effect such rebuilding, restoration and/or repairing in accordance with the aforesaid plans and specifications, free and clear of all Liens except the Liens contemplated or otherwise permitted herein and in the other Security Documents; (4) at the time of each disbursement contemplated by sub-clause subclause (8) below, the Lender shall be reasonably satisfied that such rebuilding, restoration and/or repairing can be completed within any applicable time limitation imposed by law or, if there are no such time limitations, within a reasonable period of time; (5) at the time of each disbursement contemplated by sub-clause subclause (8) below, the Lender shall be reasonably satisfied that, after such application and such rebuilding, restoration and/or repairing (taking into account any restrictions imposed by law or agreement on such rebuilding, restoration and/or repairing or on the use of the Resort Collateral after such rebuilding, restoration and/or repairing), the Resort Collateral shall have a Fair Market Value substantially the same as, or greater than, the Fair Market Value of the Resort Collateral immediately prior to the occurrence of such damage or destruction; (6) at the time of each disbursement contemplated by sub-clause subclause (8) below, no Property-Related Contract shall have been terminated or, if any Property-Related Contract shall have been terminated, the Lender shall be reasonably satisfied that the Debtor will be able to replace such Property- Related Contract reasonably promptly; (7) the holder of any encumbrance senior to the Liens provided herein or in any other Security Document in respect of the Collateral shall have consented and agreed to the application of insurance proceeds as set forth in this clause (A); and (8) the disbursement of such net insurance proceeds shall be in accordance with terms, conditions and procedures customarily followed by prudent institutional lenders in making construction loans in similar amounts and on such other terms, conditions and procedures as the Lender may reasonably require (as evidenced by its written notice thereof to the Debtor prior to the first disbursement pursuant to this subclause (8)) to assure the proper application of such proceeds and the continuing performance by the Debtor of its obligations hereunder and under the other Security Documents, including without limitation, receipt by the Lender of evidence of suitable payment bonds with respect to all material contracts and Builder's All Risk Insurance and a certificate from the Debtor certifying that (x) all rebuilding, restoration and/or repairing to the date of such disbursement has been performed substantially in accordance with the aforesaid plans and specifications and that there have been no material changes or modifications made in such plans and specifications, (y) the labor, services and/or materials to be paid by such disbursement have been performed upon, or furnished in respect of, the rebuilding, restoration and/or repairing of the Collateral and (z) no Event of Default exists at the time of such disbursement, or (B) the Lender shall apply such net insurance proceeds to the prepayment of the Loan as provided in Section 2.1 of this Agreement, if the Lender shall not have received the written confirmation referred to in subclause (A)(1) above within the time period required therefor or if the Debtor shall have informed the Lender, in writing, of its intention not to rebuild, repair and restore the Collateral or the Lender shall have determined the same at any time during the rebuilding, repairing or restoration process referred to in clause (A) above; (iii) if no Event of Default shall then exist and such loss shall not have been in respect of all, or substantially all, of the Collateral at any Resort and shall not have exceeded $20,000, deliver all of such net insurance proceeds to the Debtor and the Debtor shall thereupon be obligated to, and shall, promptly rebuild, repair and restore the Collateral subject to such loss (or shall cause such Property to be so promptly rebuilt, repaired and restored) to the equivalent of its condition immediately prior to such loss, whether or not such net insurance proceeds shall be sufficient to cover the costs thereof, and shall certify, within 120 days of such loss, to the Lender that such rebuilding, repairing and restoration has been completed and paid for in full; or (iv) if no Event of Default shall then exist and if such loss shall be in respect of all, or substantially all, of the Collateral at any Resort, apply such net insurance proceeds to the prepayment of the Loan, first, as provided in Section 2.1 of this Agreement and second, as provided in the Receivable Loan Agreement. Any payment of insurance proceeds over to the Debtor, as provided above, shall not affect the Lien of this Agreement or any other Security Document as security for the Obligations. Notwithstanding any such loss, the Debtor shall continue to pay interest and principal at the applicable rate and amounts and at the applicable times provided in this Agreement and in the Note. Although the Lender intends to use reasonable efforts to collect such insurance proceeds in a timely fashion, the Lender shall not be responsible for any failure to collect any proceeds due under the terms of any insurance policy, regardless of the cause of such failure. Any balance of such net insurance proceeds remaining after the aforesaid application thereof shall, if no Event of Default shall then exist, belong, or be paid to, as the case may be, the Debtor, provided that, if an Event of Default shall then exist, the Debtor shall promptly deliver any such balance to the Lender and such balance shall be applied as a prepayment of the Loan as provided in Section 2.1 hereof.