Common use of Payment of Insurance Proceeds Clause in Contracts

Payment of Insurance Proceeds. (i) The Owners agree that any amounts which may become due under any protection and indemnity entry or insurance shall be paid to the Charterers to reimburse the Charterers for, and in discharge of, the loss, damage or expense in respect of which they shall have become due, unless, at the time the amount in question becomes due, a Termination Event shall have occurred and is continuing, in which event the Owners shall be entitled to receive the amounts in question and to apply them either: (A) in reduction of the Termination Sum owed by the Charterers pursuant to paragraph (e) of Clause 52 (Termination Events); or (B) at the option of the Owners, to the Charterers and/or other third parties in discharge of the liability in respect of which they were paid. (ii) Without prejudice to the foregoing and subject to the terms of the Finance Documents (if any), all other claims in relation to the Insurances (other than in respect of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuing, in which event all claims under the relevant policy shall be payable directly to the Owners, be payable as follows: (A) a claim in respect of any one casualty where the aggregate claim against all insurers does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms of the relevant policy, shall be paid directly to the Charterers (as agent for the Owners) for the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners and paid all of the salvage or other charges; or (B) a claim in respect of any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shall, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the Owners.

Payment of Insurance Proceeds. All insurance proceeds related to the damage or destruction of the Premises shall be paid to Landlord and held in an account. All insurance proceeds shall be applied by Xxxxxxxx to pay for the cost of the Work to the extent the insurance proceeds are sufficient to do so. Insurance proceeds shall be paid out of the account as the Work progresses. Landlord shall make the payments only upon receipt of written request by Xxxxxx, which shall include all the following: A. A certificate, dated not more than fifteen (15) Days prior to the request, signed by Xxxxxx and an architect in charge of the Work setting forth that: (i) The Owners agree amount requested either has been paid by Tenant or is due to contractors, subcontractors, materialmen, architects, or other persons who have rendered services or furnished materials in connection with the Work. The certificate shall contain a brief description of the services and materials and the amounts paid or that are due. The certificate shall state that no part of the amount requested is part of any previous or pending request or has been paid out of any insurance proceeds received by Tenant, and that the amount requested does not exceed the value of the services and materials described in the certificate. If amounts which may become due under any protection and indemnity entry or insurance are sought by way of reimbursement, then Xxxxxx’s request shall be paid to the Charterers to reimburse the Charterers for, and in discharge of, the loss, damage or expense in respect of which they shall have become due, unless, at the time the amount in question becomes due, accompanied by a Termination Event shall have occurred and is continuing, in which event the Owners shall be entitled to receive the amounts in question and to apply them either: (A) in reduction of the Termination Sum owed by the Charterers pursuant to paragraph (e) of Clause 52 (Termination Events); or (B) at the option of the Owners, to the Charterers and/or other third parties in discharge of the liability in respect of which they were paidlien release. (ii) Without prejudice Except for the amount stated in the certificate to be due and after conducting a reasonable inquiry, there is no outstanding indebtedness known to the foregoing persons signing the certificate that might become the basis of a vendor, mechanic, or materialman’s lien or similar lien upon the Work, the Premises, or Xxxxxx’s leasehold interest. B. After receiving and subject to approving the terms certificate, Landlord, out of the Finance Documents (insurance proceeds, shall pay to Tenant, or the persons named in the certificate, the respective amounts stated therein to have been paid by Tenant or to be due to Tenant, as the case may be. C. Upon receipt by Landlord of a lien release from every contractor and subcontractor working on the project and such other evidence satisfactory to Landlord of the character required by this Article that the Work is complete and paid for in full and that there are no liens, and if Tenant is not then in default or breach of this Lease, then Landlord shall pay to Tenant any remaining balance of the insurance proceeds, if any). D. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of the Work, all other claims in relation to then Tenant shall pay the Insurances (other than in respect of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuing, in which event all claims under the relevant policy shall be payable directly to the Owners, be payable as follows: (A) a claim in respect amount of any one casualty where deficiency. Landlord is not obligated to make any payment, reimbursement, or contribution toward the aggregate claim against all insurers does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms cost of the relevant policy, shall be paid directly to the Charterers (as agent for the Owners) for the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners and paid all of the salvage or other charges; or (B) a claim in respect of any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shall, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the OwnersWork.

Payment of Insurance Proceeds. Every policy of such insurance shall be issued to cover and insure all of the several interests in such buildings, fixtures and improvements of Sublessor, Sublessor's mortgagee, if any, Sublessee and any mortgagees under any mortgage of this Sublease, as their respective interests shall appear, and shall be made payable in case of loss or damage to. any bank or trust company authorized by law to exercise corporate trust powers in the State of Hawaii and having its principal office in Honolulu as shall from time to time be designated by Sublessee with the approval of Sublessor, as trustee of all proceeds of such insurance. Such trustee shall have no obligation whatsoever to effect, maintain or renew such insurance, or to attend to any claim for loss or damage thereunder, or the collection of any proceeds thereof, or to incur any expenses therefor, and shall be responsible only for the proper custody and application as herein provided of all proceeds of such insurance that shall actually come into its possession, and Sublessee will pay all fees and expenses of such trustee for or in connection with its services. The respective interests of Sublessor, Sublessee and any mortgagees in any proceeds of such insurance payable for loss or damage to such buildings, fixtures and improvements shall be fixed and determined as of the date of such loss or damage as follows: (i) The Owners agree that any amounts which may become due under any protection and indemnity entry or insurance shall be paid to the Charterers to reimburse the Charterers for, and in discharge of, the loss, damage or expense in respect of which they shall have become due, unless, at the time the amount in question becomes due, a Termination Event shall have occurred and is continuing, in which event the Owners Sublessor shall be entitled to collect and receive all proceeds payable for loss or damage to any building, fixtures or other improvements existing and located on the amounts in question and to apply them either: (A) in reduction premises at the commencement of the Termination Sum owed by the Charterers pursuant to paragraph (e) term of Clause 52 (Termination Events); or (B) at the option of the Owners, to the Charterers and/or other third parties in discharge of the liability in respect of which they were paidthis Sublease. (ii) Without prejudice With respect to any proceeds payable for loss or damage to any building, fixtures or other improvements hereafter constructed and placed on the subleased premises by Sublessee, and at the cost and expense of Sublessee, the interest of Sublessor shall be a proportionate amount thereof in the ratio which the expired portion of the term of this Sublease from the date of such loss or damage, bears to the foregoing and subject whole term of this Sublease. The interest of Sublessee therein shall be the balance of such proceeds. (iii) The interest of any of Sublessee's mortgagees in any of such proceeds shall be limited to the terms amount of and encumber only the Finance Documents (if any), all other claims interest of Sublessee in relation such insurance proceeds. The respective interests and rights of two or more mortgagees in and to the Insurances (other than in respect such interest of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuing, in which event all claims under the relevant policy Sublessee shall be payable directly to determined between them in accordance with the Owners, be payable as follows: (A) a claim in respect priority of any one casualty where the aggregate claim against all insurers does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms of the relevant policy, shall be paid directly to the Charterers (as agent for the Owners) for the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners and paid all of the salvage or other charges; or (B) a claim in respect of any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shall, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the Ownersunpaid amounts secured by their respective mortgages.

Payment of Insurance Proceeds. (a) Subject to the provisions of Article 8 and to the provisions and limitations in this Section, the proceeds of insurance provided for in Section 7.1(b), (c) and (h) ("Casualty Proceeds") shall be payable to Landlord without contribution, if obtainable. The loss, if any, arising from damage or destruction under any policy provided for in Section 7.1 (other than workers' compensation) shall be adjusted with the insurance companies (i) The Owners agree that by Tenant in the case of any amounts particular casualty resulting in damage or destruction not exceeding $10,000,000.00 in the aggregate, or (ii) by Landlord and Tenant in the case of any particular casualty resulting in damage or destruction exceeding $10,000,000.00 in the aggregate. Notwithstanding any other provision of this Section 7.10, the Casualty Proceeds shall be paid (x) to Tenant, for application by Tenant to repair of the Improvements in the case of any particular casualty resulting in a loss payment not exceeding $10,000,000.00 in the aggregate (unless a Material Monetary Default then exists hereunder, in which may become due under any protection and indemnity entry or insurance case said proceeds shall be paid to Landlord), or (y) to Landlord (or the Charterers holder of any Fee Mortgage) in the case of any particular casualty resulting in a loss payment exceeding $10,000,000.00 in the aggregate. If paid to reimburse Tenant, such Casualty Proceeds shall be held by Tenant in trust for the Charterers forpurpose of paying the cost of such repair. If paid to Landlord or the Fee Mortgagee, Landlord or the Fee Mortgagee shall hold and pay out the amount of such Casualty Proceeds so paid to it to the extent and in discharge ofthe manner set forth in Section 8.5 hereof. If Landlord shall receive such Casualty Proceeds, it shall upon the lossrequest of Tenant deliver to Tenant a certificate stating that such Casualty Proceeds have been deposited with Landlord pursuant to the requirements of this Lease. (b) Notwithstanding the foregoing, damage or expense in respect of which they shall have become due, unless, if at the time of a casualty resulting in the payment of Casualty Proceeds to Landlord (rather than the Fee Mortgagee) under Section 7.10(a), (i) MetLife is no longer Landlord, and (ii) Landlord is not an Investment Grade Entity, then the Casualty Proceeds shall be paid to a depository selected by Tenant and reasonably acceptable to Landlord, which depository shall be a bank or trust company having an office in the Borough of Manhattan and a combined shareholders equity of at least $200 million (the "Depository"). The Depository shall hold and pay out the amount in question becomes due, a Termination Event shall have occurred and is continuing, in which event the Owners shall be entitled of such Casualty Proceeds so paid to receive the amounts in question and to apply them either: (A) in reduction of the Termination Sum owed by the Charterers pursuant to paragraph (e) of Clause 52 (Termination Events); or (B) at the option of the Owners, it to the Charterers and/or other third parties extent and in discharge of the liability manner set forth in respect of which they were paidSection 8.5 hereof. (iic) Without prejudice to the foregoing and subject to the terms The proceeds of the Finance Documents (if any), all other claims insurance provided for in relation to the Insurances (other than in respect of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuing, in which event all claims under the relevant policy shall be payable directly to the Owners, be payable as follows: (ASection 7.1(d) a claim in respect of any one casualty where the aggregate claim against all insurers does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms of the relevant policy, shall be paid directly by the insurer to Landlord and, when received by Landlord, the Charterers net amount thereof (as agent for less the Ownerscost of collecting such proceeds including reasonable attorneys' fees) for shall be applied against the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners Minimum Rent and paid all of the salvage or other charges; orAdditional Rent then due and thereafter becoming due. (Bd) a claim Landlord agrees to cause each Fee Mortgagee to agree in respect writing to make Casualty Proceeds available to Tenant for Restoration in accordance with the provisions of any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shall, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the Ownersthis Lease.

Payment of Insurance Proceeds. All insurance proceeds related to the damage or destruction of the Premises shall be paid to Landlord and held in an account. All insurance proceeds shall be applied by Landlord to pay for the cost of the Work to the extent the insurance proceeds are sufficient to do so. Insurance proceeds shall be paid out of the account as the Work progresses. Landlord shall make the payments only upon receipt of written request by Tenant, which shall include all the following: 21.2.1 A certificate, dated not more than fifteen (15) calendar days prior to the request, signed by Tenant and an architect in charge of the Work setting forth that: (i) The Owners agree amount requested either has been paid by Tenant or is due to contractors, subcontractors, materialmen, architects, or other persons who have rendered services or furnished materials in connection with the Work. The certificate shall contain a brief description of the services and materials and the amounts paid or that are due. The certificate shall state that no part of the amount requested is part of any previous or pending request or has been paid out of any insurance proceeds received by Tenant, and that the amount requested does not exceed the value of the services and materials described in the certificate. If amounts which may become due under any protection and indemnity entry or insurance are sought by way of reimbursement, then Tenant’s request shall be paid to the Charterers to reimburse the Charterers for, and in discharge of, the loss, damage or expense in respect of which they shall have become due, unless, at the time the amount in question becomes due, accompanied by a Termination Event shall have occurred and is continuing, in which event the Owners shall be entitled to receive the amounts in question and to apply them either: (A) in reduction of the Termination Sum owed by the Charterers pursuant to paragraph (e) of Clause 52 (Termination Events); or (B) at the option of the Owners, to the Charterers and/or other third parties in discharge of the liability in respect of which they were paidlien release. (ii) Without prejudice Except for the amount stated in the certificate to be due and after conducting a reasonable inquiry, there is no outstanding indebtedness known to the foregoing persons signing the certificate that might become the basis of a vendor, mechanic, or materialman’s lien or similar lien upon the Work, the Premises, or Tenant’s leasehold interest. 21.2.2 After receiving and subject to approving the terms certificate, Landlord, out of the Finance Documents (insurance proceeds, shall pay to Tenant, or the persons named in the certificate, the respective amounts stated therein to have been paid by Tenant or to be due to Tenant, as the case may be. 21.2.3 Upon receipt by Landlord of a lien release from every contractor and subcontractor working on the project and such other evidence satisfactory to Landlord of the character required by this Article that the Work is complete and paid for in full and that there are no liens, and if Tenant is not then in default or breach of this Lease, then Landlord shall pay to Tenant any remaining balance of the insurance proceeds, if any). 21.2.4 If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of the Work, all other claims in relation to then Tenant shall pay the Insurances (other than in respect of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuing, in which event all claims under the relevant policy shall be payable directly to the Owners, be payable as follows: (A) a claim in respect amount of any one casualty where deficiency. Landlord is not obligated to make any payment, reimbursement, or contribution toward the aggregate claim against all insurers does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms cost of the relevant policy, shall be paid directly to the Charterers (as agent for the Owners) for the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners and paid all of the salvage or other charges; or (B) a claim in respect of any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shall, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the OwnersWork.

Payment of Insurance Proceeds. For purposes of this Section 2.4, the ----------------------------- term "Stock Purchase Agreement" means that certain Stock Purchase Agreement, dated October 2, 1991, by and between the Company and Xxxxxx, as said Stock Purchase Agreement may be amended from time to time, including (but not limited to) the amendment contemplated by that certain First Amendment to Stock Purchase Agreement dated October 14, 1996 by and between the Company and Xxxxxx, which Stock Purchase Agreement, as so amended, is incorporated herein by this reference. In the event that the Company should elect to maintain insurance on the life of Xxxxxx for the purpose of using the proceeds thereof to pay all or part of (i) the "Purchase Price (excluding the Purchase Price Adjustment)" (as said terms are defined in the Stock Purchase Agreement) pursuant to the Stock Purchase Agreement and/or (ii) the Benefit hereunder, the proceeds of any such insurance shall be applied, and the Benefit shall be paid, as hereinafter described. The Owners parties hereto acknowledge and agree that the insurance policies listed on Exhibit "A" attached hereto and incorporated herein by this reference are not for the purpose of paying all or --- part of (i) the "Purchase Price (excluding the Purchase Price Adjustment)" pursuant to the Stock Purchase Agreement or (ii) the Benefit hereunder. The parties hereto hereby acknowledge and agree further that the Company may add policies to, or delete policies from, said Exhibit "A" at any amounts which may become due under any protection and indemnity entry or time in its discretion. Any such changes to Exhibit "A" shall be communicated to Xxxxxx by the Company by transmitting a copy of the revised Exhibit "A" to Xxxxxx in accordance with Section 4.8 hereof. Proceeds from insurance described in the immediately preceding paragraph shall be used first to pay the "Purchase Price (excluding the Purchase Price Adjustment)" pursuant to the Stock Purchase Agreement. Any proceeds from such insurance that are in excess of those required to pay the "Purchase Price (excluding the Purchase Price Adjustment)" pursuant to the Stock Purchase Agreement are referred to herein as the "Remaining Proceeds". To the extent that the Remaining Proceeds exceed the aggregate amount of the Benefit, (i) an amount equal to one-half of the aggregate amount of the Benefit shall be paid to the Charterers beneficiary contemplated by Sections 1.2 and 1.3 hereof within sixty (60) days following the Company's receipt of such life insurance proceeds and (ii) the remaining one-half of the aggregate amount of the Benefit shall be paid to reimburse the Charterers forbeneficiary contemplated by Sections 1.2 and 1.3 hereof in six (6) equal annual installments, each of which payments shall be due on the anniversary of Xxxxxx'x death, commencing on the first anniversary of Xxxxxx'x death and ending on the sixth anniversary of Xxxxxx'x death. To the extent that the Remaining Proceeds do not exceed the aggregate amount of the Benefit, (i) an amount equal to one-half of such Remaining Proceeds shall be paid to the beneficiary contemplated by Sections 1.2 and 1.3 hereof within sixty (60) days following the Company's receipt of such life insurance proceeds, and (ii) an amount equal to the aggregate amount of the Benefit minus the payment made under the foregoing clause (i) shall be paid to the beneficiary contemplated by Sections 1.2 and 1.3 hereof in discharge ofsix (6) equal annual installments, each of which payments shall be due on the anniversary of Xxxxxx'x death commencing on the first anniversary of Xxxxxx'x death and ending on the sixth anniversary of Xxxxxx'x death. Notwithstanding anything in this Section 2.4 to the contrary, the loss, damage or expense in respect of which they Company shall have become due, unless, at be under no obligation to segregate the time Remaining Proceeds from its other funds and the amount in question becomes due, a Termination Event shall have occurred and is continuing, in which event the Owners Company shall be entitled to receive the amounts in question and to apply them either: (A) in reduction use of the Termination Sum owed by the Charterers pursuant to paragraph (e) of Clause 52 (Termination Events); or (B) at the option of the Owners, to the Charterers and/or other third parties in discharge of the liability in respect of which they were paid. (ii) Without prejudice to the foregoing and subject to the terms of the Finance Documents (if any), all other claims in relation to the Insurances (other than in respect of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuingRemaining Proceeds for any purpose, in which event all claims under the relevant policy shall be payable directly to the Owners, be payable as follows: (A) a claim in respect of any one casualty where the aggregate claim against all insurers does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms of the relevant policy, shall be paid directly to the Charterers (as agent for the Owners) for the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners and paid all of the salvage or other charges; or (B) a claim in respect of any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shall, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the Ownersits sole discretion.

Payment of Insurance Proceeds. All insurance proceeds on account of such damage or destruction under the policies of insurance provided for in Article 5, less the cost, if any, incurred in connection with the adjustment of the loss and the collection thereof (iherein sometimes referred to as the "insurance proceeds") The Owners agree that any amounts which may become due under any protection and indemnity entry or insurance shall be paid to the Charterers Depositary. All insurance proceeds shall be applied by the Depositary to reimburse the Charterers forpayment of the cost of the Work to the extent such insurance proceeds shall be sufficient for the purpose, and shall be paid out to or for the account of Tenant from time to time as such Work progresses. Subject to any additional requirements or conditions set forth in discharge ofany Permitted Mortgage which are not inconsistent with the provisions of this Lease, the lossDepositary shall make such payments or disbursements upon the written request by Tenant when accompanied by the following: 42 A. CERTIFICATES OF COSTS. A certificate dated not more than fifteen (15) days prior to such request, damage or expense signed by Tenant (by an officer, if Tenant be a corporation) and by an architect in respect charge of which they shall have become due, unless, at the time the amount in question becomes due, a Termination Event shall have occurred and is continuing, in which event the Owners Work who shall be entitled to receive the amounts in question and to apply them eitherselected by Tenant setting forth that: (A1) The sum then requested either has been paid by Tenant or is justly due to contractors, subcontractors, materialmen, architects, or other persons who have rendered services or furnished materials in reduction connection with the Work, giving a brief description of the Termination Sum owed by services and materials and the Charterers pursuant to paragraph (e) of Clause 52 (Termination Events); or (B) at several amounts so paid or due and stating that no part thereof has been made the option of the Owners, to the Charterers and/or other third parties in discharge of the liability in respect of which they were paid. (ii) Without prejudice to the foregoing and subject to the terms of the Finance Documents (if any), all other claims in relation to the Insurances (other than in respect of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuing, in which event all claims under the relevant policy shall be payable directly to the Owners, be payable as follows: (A) a claim in respect basis of any one casualty where previous or then pending request or has been paid out of any insurance proceeds received by Tenant, and that the aggregate claim against all insurers sum requested does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms value of the relevant policy, services and materials described in the certificate. If sums are sought by way of reimbursement the request shall be paid directly accompanied by a lien release; if sums are sought for payment in the first instance a lien release shall be submitted to the Charterers Depositary within seven (as agent 7) day of disbursement by the Depositary; and, (2) Except for the Owners) for the repairamount stated in such certificate to be due as aforesaid, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage there is no outstanding indebtedness known to the satisfaction persons signing such certificate after due inquiry which might become the basis of a vendor, mechanic, or materialman or similar lien upon such Work, the Owners and paid all of the salvage Premises or other charges; or (B) a claim in respect of Tenant's leasehold interest, or any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shallpart thereof, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the Owners.and

Payment of Insurance Proceeds. (a) Subject to the provisions of Article 8 and to the provisions and limitations in this Section, the proceeds of insurance provided for in Section 7.l(a)(ii), (iii) and (viii) ("Casualty Proceeds") shall be payable to Landlord without contribution, if obtainable. The loss, if any, arising from damage or destruction under any policy provided for in Section 7.1(a) (other than workers' compensation) shall be adjusted with the insurance companies (i) The Owners agree that by Tenant in the case of any amounts particular casualty resulting in damage or destruction not exceeding $10,000,000.00 in the aggregate, or (ii) by Landlord and Tenant in the case of any particular casualty resulting in damage or destruction exceeding $10,000,000.00 in the aggregate. Notwithstanding any other provision of this Section 7.10, the Casualty Proceeds shall be paid (x) to Tenant, for application by Tenant to repair of the Improvements in the case of any particular casualty resulting in a loss payment not exceeding $10,000,000.00 in the aggregate (unless a Material Monetary Default then exists hereunder, in which may become due under any protection and indemnity entry or insurance case said proceeds shall be paid to Landlord), or (y) to Landlord (or the Charterers holder of any Fee Mortgage) in the case of any particular casualty resulting in a loss payment exceeding $10,000,000.00 in the aggregate. If paid to reimburse Tenant, such Casualty Proceeds shall be held by Tenant in trust for the Charterers forpurpose of paying the cost of such repair. If paid to Landlord or the Fee Mortgagee, Landlord or the Fee Mortgagee shall hold and pay out the amount of such Casualty Proceeds so paid to it to the extent and in discharge ofthe manner set forth in Section 8.5 hereof. If Landlord shall receive such Casualty Proceeds, it shall upon the lossrequest of Tenant deliver to Tenant a certificate stating that such Casualty Proceeds have been deposited with Landlord pursuant to the requirements of this Lease. (b) Notwithstanding the foregoing, damage or expense in respect of which they shall have become due, unless, if at the time of a casualty resulting in the payment of Casualty Proceeds to Landlord (rather than the Fee Mortgagee) under Section 7.10(a), (i) MetLife is no longer Landlord, and (ii) Landlord is not an Investment Grade Entity, then the Casualty Proceeds shall be paid to a depository selected by Tenant and reasonably acceptable to Landlord, which depository shall be a bank or trust company having an office in the Borough of Manhattan and a combined shareholders equity of at least $200 million (the "Depository"). The Depository shall hold and pay out the amount in question becomes due, a Termination Event shall have occurred and is continuing, in which event the Owners shall be entitled of such Casualty Proceeds so paid to receive the amounts in question and to apply them either: (A) in reduction of the Termination Sum owed by the Charterers pursuant to paragraph (e) of Clause 52 (Termination Events); or (B) at the option of the Owners, it to the Charterers and/or other third parties extent and in discharge of the liability manner set forth in respect of which they were paidSection 8.5 hereof. (iic) Without prejudice to the foregoing and subject to the terms The proceeds of the Finance Documents (if any), all other claims insurance provided for in relation to the Insurances (other than in respect of a Total Loss), shall, unless and until the occurrence of a Termination Event which is continuing, in which event all claims under the relevant policy shall be payable directly to the Owners, be payable as follows: (ASection 7.l(a)(iv) a claim in respect of any one casualty where the aggregate claim against all insurers does not exceed the Major Casualty Amount, prior to adjustment for any franchise or deductible under the terms of the relevant policy, shall be paid directly by the insurer to Landlord and, when received by Landlord, the Charterers net amount thereof (as agent for less the Ownerscost of collecting such proceeds including reasonable attorneys' fees) for shall be applied against the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners Minimum Rent and paid all of the salvage or other charges; orAdditional Rent then due and thereafter becoming due. (Bd) a claim Landlord agrees to cause each Fee Mortgagee to agree in respect writing to make Casualty Proceeds available to Tenant for Restoration in accordance with the provisions of any one casualty where the aggregate claim against all insurers exceeds the Major Casualty Amount prior to adjustment for any franchise or deductible under the terms of the relevant policy shall, subject to the prior written consent of the Owners, be paid to the Charterers as and when the Vessel is restored to her former state and condition and the liability in respect of which the insurance loss is payable is discharged, and provided that the insurers may with such consent make payment on account of repairs in the course of being effected but, in the absence of such prior written consent shall be payable directly to the Ownersthis Lease.