Common use of Right to Adjust Clause in Contracts

Right to Adjust. (a) If the Property is damaged or destroyed, in whole or in part in any material respect, by a Casualty, Borrower shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (b) Subject to clause (e) below, in the event of a Casualty which is not a Material Casualty, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (c) Subject to clause (e) below, in the event of a Casualty where the loss exceeds the Threshold Amount, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed or conditioned) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. (d) Except as provided in clause (b) above, the proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt). (e) Notwithstanding the terms of clauses (a) and (b) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the any Leased Property is damaged or destroyed, in whole or in part in any material respectpart, by fire or other casualty (a "Casualty"), Borrower Tenant shall give prompt written notice thereof to Lender, Landlord generally describing the nature and extent of such Casualty. Following Subject to Section 10.2(b), following the occurrence of a Casualty, BorrowerTenant, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Leased Property to the extent practicable to be of at least equal value and of substantially the same character and quality as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is that does not a Material Casualtyexceed $1,000,000, Borrower Tenant may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds the Threshold Amountshall exceed $1,000,000, Borrower Tenant may settle and adjust such claim only with the consent of Lender Landlord (and, if required under the terms of Landlord's Loan Documents, Landlord's Lender), which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditionedand Landlord (and Landlord's Lender) and Lender shall have the opportunity to participate, at Borrower’s Tenant's cost, in any such adjustments. (div) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt)a Depositary. (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender Landlord shall have the sole authority discretion to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing. The provisions of this Section 10.2(a) are subject to the terms of any lease that would be considered a "Superior Interest" (as defined herein) to the contrary.

Right to Adjust. (aA) If the Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower shall give prompt written notice thereof to LenderAdministrative Agent, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bB) Subject to clause (eE) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed the Threshold Amount, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt receive for Lender any Proceeds. (cC) Subject to clause (eE) below, in the event of a Casualty where the loss exceeds the Threshold Amount, Borrower may settle and adjust such claim only with the consent of Lender Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and Lender Administrative Agent shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. (dD) Except as provided in clause (bB) aboveand (E) hereof, the proceeds of any Policy shall be due and payable solely to Lender Administrative Agent and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender Administrative Agent and shall be paid over to Lender Administrative Agent by the Borrower within two (2) Business Days of receipt). (eE) Notwithstanding any other provisions in this Section 6.2.1 or otherwise in this Agreement or the terms of clauses (a) and (b) aboveLoan Documents, Lender Administrative Agent shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the one or more Mortgaged Property is damaged or destroyed, in whole or in part in any material respect, by a Casualty, the Borrower shall give prompt written notice thereof to Lenderthe Administrative Agent, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, the Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Mortgaged Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $5,000,000, the Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, the Borrower is hereby authorized to collect and receipt for Lender the Administrative Agent any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds $5,000,000, the Threshold Amount, Borrower may settle and adjust such claim only with the consent of Lender the Administrative Agent (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender the Administrative Agent shall have the opportunity to participate, at the Borrower’s cost, in any such adjustments. (div) Except as provided in clause (b) above, the The proceeds of any Policy in excess of $1,000,000 shall be due and payable solely jointly to Lender the Administrative Agent and Borrower as their interests may appear and held and applied in accordance with the terms hereof (orhereof, if mistakenly paid with Administrative Agent to be shown as Mortgagee and Loss Payee on all Property Insurance except as otherwise expressly required under the Borrower, shall be held in trust by the Borrower for the benefit terms of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt)any Management Agreement or Operating Lease with other than an Operating Affiliate. (ev) Notwithstanding the terms of clauses (ai) and (bii) above, Lender the Administrative Agent shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the any Mortgaged Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower shall give prompt written notice thereof to LenderAgent, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, as long as Agent shall make the Proceeds available in accordance with this Agreement, but otherwise regardless of whether proceeds such Proceeds are availablesufficient, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Mortgaged Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $750,000, Borrower may settle and adjust such claim; provided PROVIDED that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender Agent on behalf of the Lenders any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds the Threshold Amount$750,000, Borrower may settle and adjust such claim only with the consent of Lender Agent (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender Agent shall have the opportunity to participate, at Borrower’s 's cost, in any such adjustments. (div) Except as provided in clause (bii) above, the proceeds Proceeds of any Policy shall be due and payable solely to Lender Agent on behalf of the Lenders and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrowerany Borrower Party, shall be held in trust by the Borrower such Person for the benefit of Lender Agent and shall be paid over to Lender Agent on behalf of the Lenders by the Borrower such Person within two (2) one Business Days Day of receipt). (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender Agent on behalf of the Lenders shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the Property any Realty or any material part thereof is damaged or destroyed, in whole or in part in any material respectpart, by fire or other casualty (a “Casualty”), Borrower shall give prompt (but in any event within five (5) Business Days after the occurrence thereof) written notice thereof to Lenderthe Administrative Agent, generally describing the nature and extent of such Casualty. Following Unless otherwise expressly provided in this Agreement, following the occurrence of a Casualty, Borrower, regardless of whether proceeds provided that sufficient Proceeds are available, shall in a reasonably prompt manner promptly proceed to restore, repair, replace or rebuild (or cause to be restored, repaired, replaced or rebuilt) the Property portion(s) of such Realty to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable hereof. Notwithstanding the foregoing, the Borrower shall not be required to Alterationsrestore such Realty if the Proceeds are used to prepay the Notes in full in accordance with the terms of this Agreement. (bii) Subject to clause (ev) below, in the event of a Casualty which is that involves a loss that does not a Material Casualtyexceed $500,000, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt receive any Proceeds for Lender any Proceedsthe Administrative Agent and the Lenders. (ciii) Subject to clause (ev) below, in the event of a Casualty where the involves a loss that exceeds the Threshold Amount$500,000, Borrower may settle and adjust such claim only with the written consent of Lender (which consent shall not be unreasonably withheldthe Administrative Agent and the Majority Lenders, delayed or conditioned) and Lender the Administrative Agent shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. (div) Except as otherwise provided in clause (bSection 6.3(a)(ii) above, the proceeds Proceeds of any Insurance Policy shall be due and payable solely to Lender the Administrative Agent, for the benefit of the Lenders, and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt)hereof. (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender the Administrative Agent, as administrative agent for the Lenders, shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds related thereto, if an Event of Default shall have occurred and is continuing.

Right to Adjust. (a) If the Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (b) Subject to clause (e) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $4,000,000, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (c) Subject to clause (e) below, in the event of a Casualty where the loss exceeds the Threshold Amount$4,000,000, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. (d) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two one (21) Business Days Day of receipt). (e) Notwithstanding the terms of clauses (ab) and (bc) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the any Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower Borrowers shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, BorrowerBorrowers, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $500,000, Borrower Borrowers may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is Borrowers are hereby authorized to collect and receipt for Lender any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds the Threshold Amount$500,000, Borrower Borrowers may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s Borrowers’ cost, in any such adjustments. (div) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the any Borrower, shall be held in trust by the such Borrower for the benefit of Lender and shall be paid over to Lender by the such Borrower within two one (21) Business Days Day of receipt). (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (a) If the Property is damaged or destroyed, in whole or in part in any material respect, by a Casualty, Borrower shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (b) Subject to clause (e) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $5,000,000, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is are hereby authorized to collect and receipt for Lender any Proceeds. (c) Subject to clause (e) below, in the event of a Casualty where the loss exceeds the Threshold Amount$5,000,000, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s 's cost, in any such adjustments. (d) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt). (e) Notwithstanding the terms of clauses (a) and (b) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the any Leased Property is damaged or destroyed, in whole or in part in any material respectpart, by fire or other casualty (a “Casualty”), Borrower Tenant shall give prompt written notice thereof to Lender, Landlord generally describing the nature and extent of such Casualty. Following Subject to Section 10.2(c), following the occurrence of a Casualty, BorrowerLandlord, regardless of whether to the extent sufficient insurance proceeds and other amounts made available by Tenant pursuant to Section 10.2(b) are availableavailable for restoration, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Leased Property (a “Restoration”) to the extent practicable to be of at least equal value and of substantially the same character and quality as prior to the Casualty. If elected by Tenant, Tenant shall undertake such Restoration in which case Landlord shall make available all insurance proceeds in accordance with the terms hereof applicable to Alterations. (b) Subject to clause (e) below, in the event respect of a Casualty which is not a Material such Casualty, Borrower subject to the requirements of Landlord’s Loan Documents. The party undertaking such Restoration hereunder shall restore all Leased Improvements such that when they are fully restored and/or repaired, such Leased Improvements and their contemplated use fully comply with all applicable material Legal Requirements. Notwithstanding anything herein to the contrary, if Landlord does not complete any such Restoration within eighteen (18) months after the date of the applicable Casualty, Tenant may thereafter terminate this Lease as to the affected Leased Property upon not less than thirty (30) days prior written notice, whereupon this Lease shall terminate on the date specified in Tenant’s notice unless such Restoration is completed prior to such date specified by Tenant for termination. The immediately preceding sentence shall not apply if Tenant elects to undertake such Restoration. Landlord shall not be obligated to restore or replace Tenant’s Personalty or any alterations or additions to the Leased Property made by Tenant, unless, with respect to such alterations or additions, the same were Required Alterations. Landlord may settle and adjust such claimthe insurance claim in respect of any Casualty; provided that such adjustment is carried out in a competent reasonable and timely manner. In such case, Borrower is hereby authorized to collect manner and receipt for Lender any Proceeds. (c) Subject to clause (e) below, in the event of a Casualty where the loss exceeds the Threshold Amount, Borrower may settle and adjust such claim only with the consent of Lender (which consent that Tenant shall not be unreasonably withheld, delayed or conditioned) and Lender shall have the opportunity to participateentitled, at Borrower’s costits own expense, to participate in any such adjustmentsadjustment. (d) Except as provided in clause (b) above, the proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt). (e) Notwithstanding the terms of clauses (a) and (b) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the a Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, the Borrower owning an interest in such Property shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, such Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is with respect to a Property where the loss does not a Material Casualtyexceed $1 million (in the case of the hotels known as the Phoenician and the Sheraton San Diego) and $500,000 (in the case of all other Properties) for such Property, such Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty with respect to a Property where the loss exceeds $1 million (in the Threshold Amountcase of the hotels known as the Phoenician and the Sheraton San Diego) and $500,000 (in the case of all other Properties) for such Property, such Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at such Borrower’s 's cost, in any such adjustments. (div) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the such Borrower, shall be held in trust by the such Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two (2) one Business Days Day of receipt). . 129 131 (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If any portion of the Mortgaged Property is damaged or destroyed, in whole or in part in any material respectpart, by fire or other casualty (a "Casualty") in -------- excess of $500,000, Borrower shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Mortgaged Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is that does not a Material Casualtyexceed $1,000,000, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a reasonably competent and -------- timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds the Threshold Amountshall exceed $1,000,000, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s 's cost, in any such adjustments. (div) Except as provided in clause (b) above, the proceeds The Proceeds on account of any Policy Casualty or Condemnation shall be due and payable solely delivered to Lender and held and applied in accordance with the terms hereof (orhereof. So long as no Event of Default shall have and occurred and be continuing, if mistakenly paid Borrower shall have the right to the Borrowerreceive directly casualty proceeds and condemnation awards in amounts of $1,000,000 or less, provided -------- all such proceeds and awards shall be held in trust by Borrower and applied to the Borrower for restoration of the benefit Mortgaged Property in accordance with the terms of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt)Loan Documents. (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (aA) If the Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower shall give prompt written notice thereof to LenderAdministrative Agent, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bB) Subject to clause (eE) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed the Threshold Amount, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt receive for Lender any Proceeds. (cC) Subject to clause (eE) below, in the event of a Casualty where the loss exceeds the Threshold Amount, Borrower may settle and adjust such claim only with the consent of Lender Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and Lender Administrative Agent shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. (dD) Except as provided in clause (bB) aboveand (E) hereof, the proceeds of any Policy shall be due and payable solely to Lender Administrative Agent and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender Administrative Agent and shall be paid over to Lender Administrative Agent by the Borrower within two (2) Business Days of receipt). (eE) Notwithstanding any other provisions in this Section 6.2.1 or otherwise in this Agreement or the terms of clauses (a) and (b) aboveLoan Documents, Lender Administrative Agent shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (a) If the Property is damaged or destroyed, in whole or in part in any material respect, by a Casualty, Borrower shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (b) Subject to clause (e) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $5,000,000, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (c) Subject to clause (e) below, in the event of a Casualty where the loss exceeds the Threshold Amount$5,000,000, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s 's cost, in any such adjustments. (d) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two (2) Business Days of receipt). (e) Notwithstanding the terms of clauses (a) and (b) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the any Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower Borrowers shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, BorrowerBorrowers, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $500,000, Borrower Borrowers may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is Borrowers are hereby authorized to collect and receipt for Lender any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds the Threshold Amount$500,000, Borrower Borrowers may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s Borrowers' cost, in any such adjustments. (div) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the any Borrower, shall be held in trust by the such Borrower for the benefit of Lender and shall be paid over to Lender by the such Borrower within two one (21) Business Days Day of receipt). (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the any Mortgaged Property is damaged or destroyed, in whole or in part in any material respectpart, by fire or other casualty (a Casualty"CASUALTY"), Borrower shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Mortgaged Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the applicable Master Lease and terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is that does not a Material Casualtyexceed Two Hundred Thousand and No/100 Dollars ($200,000), Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds the Threshold Amountshall exceed Two Hundred Thousand and No/100 Dollars ($200,000), Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s 's cost, in any such adjustments. (div) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to Borrower or the BorrowerMaster Lease Tenant, shall be held in trust by Borrower or the Borrower Master Lease Tenant, as the case may be, for the benefit of Lender and shall be paid over to Lender by the Borrower within two one (21) Business Days Day of receipt). (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (aA) If the Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower shall give prompt written notice thereof to LenderAdministrative Agent, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bB) Subject to clause (eE) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed the Threshold Amount, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt receive for Lender Administrative Agent any Proceeds. (cC) Subject to clause (eE) below, in the event of a Casualty where the loss exceeds the Threshold Amount, Borrower may settle and adjust such claim only with the consent of Lender Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and Lender Administrative Agent shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. (dD) Except as provided in clause (bB) aboveand (E) hereof, the proceeds of any Policy shall be due and payable solely to Lender Administrative Agent and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender Administrative Agent and shall be paid over to Lender Administrative Agent by the Borrower within two (2) Business Days of receipt). (eE) Notwithstanding any other provisions in this Section 6.2.1 or otherwise in this Agreement or the terms of clauses (a) and (b) aboveLoan Documents, Lender Administrative Agent shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (ai) If the any Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower Issuers shall give prompt written notice thereof to LenderNote Trustee, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, BorrowerIssuers, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (bii) Subject to clause (ev) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $500,000, Borrower Issuers may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is Issuers are hereby authorized to collect and receipt for Lender Note Trustee any Proceeds. (ciii) Subject to clause (ev) below, in the event of a Casualty where the loss exceeds the Threshold Amount$500,000, Borrower Issuers may settle and adjust such claim only with the consent of Lender a majority (by Outstanding Principal Amount) of the Noteholders (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender Note Trustee or its designee on behalf of the Noteholders shall have the opportunity to participate, at Borrower’s Issuers' cost, in any such adjustments. (div) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender Note Trustee or in the case of the Mexican Properties, to the Mexican Trustee and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrowerany Issuer, shall be held in trust by the Borrower such Issuer for the benefit of Lender Note Trustee and shall be paid over to Lender Note Trustee by the Borrower such Issuer within two one (21) Business Days Day of receipt). (ev) Notwithstanding the terms of clauses (aii) and (biii) above, Lender Note Trustee shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.

Right to Adjust. (a) If the Property is damaged or destroyed, in whole or in part in any material respectpart, by a Casualty, Borrower shall give prompt written notice thereof to Lender, generally describing the nature and extent of such Casualty. Following the occurrence of a Casualty, Borrower, regardless of whether proceeds Proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to the extent practicable to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. (b) Subject to clause (e) below, in the event of a Casualty which is where the loss does not a Material Casualtyexceed $4,000,000, Borrower may settle and adjust such claim; provided that such adjustment is carried out in a competent and timely manner. In such case, Borrower is hereby authorized to collect and receipt for Lender any Proceeds. (c) Subject to clause (e) below, in the event of a Casualty where the loss exceeds the Threshold Amount$4,000,000, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. (d) Except as provided in clause (b) above, the The proceeds of any Policy shall be due and payable solely to Lender and held and applied in accordance with the terms hereof (or, if mistakenly paid to the Borrower, shall be held in trust by the Borrower for the benefit of Lender and shall be paid over to Lender by the Borrower within two one (21) Business Days Day of receipt). (e) Notwithstanding the terms of clauses (ab) and (bc) above, Lender shall have the sole authority to adjust any claim with respect to a Casualty and to collect all Proceeds if an Event of Default shall have occurred and is continuing.