Common use of Use and Application of Insurance Proceeds Clause in Contracts

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a Project or to the payment of the Loan as follows: (i) if the loss is less than or equal to $100,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 but is not more than 25% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (C) Lender determines that the net operating income of the Projects during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project All insurance proceeds shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof paid to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (ia) if the loss is less than or equal to $100,000650,000.00, Lender shall apply the insurance proceeds to restoration provided (Ai) no Event of Default or Potential Default exists, and (Bii) Borrower promptly commences and is diligently pursuing restoration of the ProjectProject and (iii) the loss is not, directly or indirectly, the result of terrorist activities; (iib) if the loss exceeds $100,000 650,000.00 but is not more than 25% the lesser of (x) $1,000,000.00, and (y) fifteen percent (15)% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (i) no Event of Default or Major Potential Default (other than a Major Potential Default solely related to the then-incomplete restoration of the Project) exists; (Bii) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (Ciii) Lender determines that the net operating income Net Operating Income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (Fiv) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months one (1) year after the date of loss or casualty and in any event ninety one hundred eighty (90180) days prior to the Maturity Date; (Gv) Borrower promptly commences and is diligently pursuing restoration of the Project; Project and (Hvi) the Project after loss is not, directly or indirectly the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andresult of any act of terrorism; (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Section 3.2(b) above, in Lender’s reasonable sole discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan Loan, in which case no Prepayment Fee shall be payable in connection therewith, or allow all or a portion of such proceeds to be used for the restoration of the Project.; (cd) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, permits, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices practices, terms and conditions for construction loan advances advances; (including appropriate retainages e) the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that Lender, with any excess available after payment of principal, interest and any other amounts due under the Loan being held by Lender; and (f) any excess insurance proceeds remaining after restoration of the Project and payment of all work is completed in a workmanlike manner)costs of the same may be either applied to the reduction of the Principal Balance of the Loan or, if no Event of Default exists, paid to Borrower. Provided no Event of Default exists, any such prepayment of the Loan shall not be subject to Prepayment Fee.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Administrative Agent shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan Loans as follows: (i1) if the loss is less than or equal to $100,000the Threshold Amount, Lender Administrative Agent shall promptly apply the insurance proceeds to restoration provided (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii2) if the loss exceeds $100,000 the Threshold Amount but is not more than 25% ten percent (10%) of the replacement value of the improvementsImprovements (for projects containing multiple phases or stand alone structures, Lender such calculation to be based on the damaged phase or structure, not the project as a whole), Administrative Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender Administrative Agent determines throughout the restoration that there are sufficient funds including Borrower’s equity available to restore and repair the Project to a condition reasonably approved by LenderAdministrative Agent; (Cc) Lender Administrative Agent reasonably determines that any operating deficits, including all debt service, which will be incurred with respect to the net operating income Project following any such loss and until the restoration has been completed, will be covered out of (A) the Projects during restorationinsurance proceeds, taking into account rent loss or (B) the proceeds of business interruption insurance, will be sufficient to pay Debt Service; if applicable, (C) Net Operating Income of the Project or (D) Lender by other funds of Borrower; (d) Administrative Agent reasonably determines (based on leases which that all Major Leases will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Datecomplete; (Ee) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent determines that restoration and repair of the Project to a condition reasonably approved by Lender Administrative Agent will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Completion Date; (Gf) Borrower promptly commences and is diligently pursuing restoration of the Project; and (Hg) if still applicable, Administrative Agent shall have unilaterally determined that the Project after Guaranty of Completion shall remain in full force and effect during the period of restoration, or Guarantor shall have executed and delivered to Administrative Agent a guaranty of completion with respect to all restoration will be in compliance with substantially the same form as the Guaranty of Completion and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andotherwise reasonably satisfactory to Administrative Agent; (iii3) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Lender’s reasonable discretionSection 3.3(2) above, Lender Administrative Agent may in its sole discretion (subject to the approval of the Majority Lenders) apply any insurance proceeds it may receive to the payment of the Loan Loans or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (i) if the loss is less than or equal to $100,000250,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 but is not more than 25% of the replacement value of the improvements250,000, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (C) Lender determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects project after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a damaged Project or to the payment of the Loan as follows: (i1) if the loss is less than or equal to $100,000the Restoration Threshold, Lender shall apply the insurance proceeds to restoration provided (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower or the applicable Subsidiary promptly commences and is diligently pursuing restoration of the Project; (ii2) if the loss exceeds $100,000 the Restoration Threshold, but is not more than 25% ten percent (10%) of the replacement value of the improvementsimprovements (for projects containing multiple phases or stand alone structures, such calculation to be based on the damaged phase or structure, not the project as a whole), Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (Cc) Lender determines that the net operating income of the Projects Underwritten NOI during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt ServiceService during restoration; (Dd) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family projectcomplete) that after restoration the ratio of net operating income to Debt Service Coverage will equal be at least equal to 1.15:1 based on an Applicable Margin of 2.05% and assuming the ratio that existed on outstanding Loan balance equals the Closing DateMaximum Commitment; (Ee) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects LTV Ratio after restoration will not exceed the loaneighty-to-value ratio that existed on the Closing Datefive percent (85%); (Ff) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (Gg) Borrower or the applicable Subsidiary promptly commences and is diligently pursuing restoration of the Project; and (Hh) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and; (iii3) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Section 3.2(2) above, in Lender’s reasonable sole discretion, Lender may apply any insurance proceeds it may receive to the payment of amounts owing under the Loan Documents in such order and manner as Lender in its sole discretion determines, or allow all or a portion of such proceeds to be used for the restoration of the Project.; and (c4) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances, including, as applicable, the advance conditions under Schedule 2.1. Any insurance proceeds remaining after payment of all restoration costs shall be applied by Lender to ensure that all work is completed in a workmanlike manner)the Loan balance or, at Lender’s sole option, remitted to Borrower or the applicable Subsidiary.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender The Administrative Agent shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan Loans as follows: (i1) if the loss is less than or equal to $100,000the Threshold Amount, Lender the Administrative Agent shall apply the insurance proceeds to restoration provided (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii2) if the loss exceeds $100,000 the Threshold Amount but is not more than 25% ten percent (10%) of the replacement value of the improvementsimprovements (for projects containing multiple phases or stand alone structures, Lender such calculation to be based on the damaged phase or structure, not the project as a whole), the Administrative Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender the Administrative Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lenderthe Administrative Agent; (Cc) Lender the Administrative Agent determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt Servicedebt service on the Loans (taking into account available interest reserves under the Loan); (Dd) Lender the Administrative Agent determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family projectcomplete) that after restoration the ratio of net operating income to Pro Forma Debt Service Coverage Ratio will equal be at least the ratio that existed on the Closing Date1.25:1; (Ee) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent determines that restoration and repair of the Project to a condition approved by Lender the Administrative Agent will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (Gf) Borrower promptly commences and is diligently pursuing restoration of the Project, subject to Unavoidable Delay; provided that the Construction Work is completed by the Completion Date; and (Hg) if still applicable, the Project after Administrative Agent shall have unilaterally determined that the Completion Guaranty shall remain in full force and effect during the period of restoration, or the Guarantor shall have executed and delivered to the Administrative Agent a guarantee of completion with respect to all restoration will be in compliance with substantially the same form as the Completion Guaranty and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinancesotherwise reasonably satisfactory to the Administrative Agent; and (iii3) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in LenderSection 3.3(2) above, in the Administrative Agent’s reasonable sole and absolute discretion, Lender the Administrative Agent may (subject to the approval of the Majority Lenders) apply any insurance proceeds it may receive to the payment of the Loan Loans or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise if the Administrative Agent elects to apply the proceeds to pay down the Loans, then the Administrative Agent may (but shall not be obligated to) direct Borrower to terminate any Lease that Borrower is permitted to terminate as a result of such casualty or condemnation, if the Administrative Agent reasonably believes that the conditions giving rise to Borrower’s right to terminate such Lease as result of such casualty or condemnation then exist, and Borrower shall deliver such notices of termination to the tenants under such Leases in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner)their respective terms.

Use and Application of Insurance Proceeds. (a) If any Project All insurance proceeds shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof paid to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (ia) if the loss is less than or equal to $100,000500,000.00, Lender shall apply the insurance proceeds to restoration provided (Ai) no Event of Default or Potential Default exists, and (Bii) Borrower promptly commences and is diligently pursuing restoration of the ProjectProject and (iii) the loss is not, directly or indirectly, the result of terrorist activities; (iib) if the loss exceeds $100,000 500,000.00 but is not more than 25% the lesser of (x) $1,000,000.00, and (y) fifteen percent (15)% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (i) no Event of Default or Major Potential Default (other than a Major Potential Default solely related to the then-incomplete restoration of the Project) exists; (Bii) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (Ciii) Lender determines that the net operating income Net Operating Income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (Fiv) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months one (1) year after the date of loss or casualty and in any event ninety one hundred eighty (90180) days prior to the Maturity Date; (Gv) Borrower promptly commences and is diligently pursuing restoration of the Project; Project and (Hvi) the Project after loss is not, directly or indirectly the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andresult of any act of terrorism; (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Section 3.2(b) above, in Lender’s reasonable sole discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan Loan, in which case no Prepayment Fee shall be payable in connection therewith, or allow all or a portion of such proceeds to be used for the restoration of the Project.; (cd) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, permits, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices practices, terms and conditions for construction loan advances advances; (including appropriate retainages e) the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that Lender, with any excess available after payment of principal, interest and any other amounts due under the Loan being held by Lender; and (f) any excess insurance proceeds remaining after restoration of the Project and payment of all work is completed in a workmanlike manner)costs of the same may be either applied to the reduction of the Principal Balance of the Loan or, if no Event of Default exists, paid to Borrower. Provided no Event of Default exists, any such prepayment of the Loan shall not be subject to Prepayment Fee.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a Project the Property or to the payment of the Loan as follows: (i) : if the loss is less than or equal to $100,000___________, Lender shall apply upon receipt thereof release the insurance proceeds to Borrower for restoration provided of the Property; provided, that: (Ai) no Event of Default or Potential Default exists, ; and (Bii) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) Property; if the loss exceeds $100,000 ____________ but is not more than 25% of the replacement value of the improvements$___________, Lender shall apply the insurance proceeds to restoration provided restoration; provided, that (A) at all times during such restoration restoration: (i) no Event of Default or Potential Default exists; (Bii) Lender reasonably determines throughout the restoration that there are sufficient funds available to restore and repair the Project Property to a condition approved by Lender; (Ciii) Lender reasonably determines that the net operating income aggregate of the Projects Net Operating Income of the Property during restoration, taking into account rent loss or restoration and the business interruption insurance, insurance proceeds to be received during restoration will be sufficient to pay Debt Service; (Div) Lender reasonably determines (based on leases Approved Leases which will remain in effect after restoration is complete if and the Project is not a multi-family projectlike) that after restoration and the ratio extended period of net operating income indemnity during which business interruption insurance proceeds continue to be received, the Debt Service Yield will equal be at least the ratio that existed on the Closing Dateequal to _____%; (Ev) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender reasonably determines that restoration and repair of the Project Property to a condition approved reasonably by Lender will be completed within six eighteen (18) months after the date of loss or casualty and in any event ninety one hundred eighty (90180) days prior to the Maturity Date; and (Gvi) Borrower promptly commences and is diligently pursuing pursues restoration of the ProjectProperty; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied or if in Lender’s reasonable discretiondiscretion the loss exceeds $__________, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance Property, in Xxxxxx’s sole discretion; with respect to a loss in excess of $__________ for which Lender is required or elects, as applicable, to make insurance proceeds available to Borrower for restoration, insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances; and the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that all work is completed Lender upon the occurrence of an Event of Default; otherwise, to Borrower to be used in a workmanlike manner)accordance with the provisions hereof.

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”"CASUALTY"), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether provided Lender makes insurance proceeds are availableavailable to Borrower for such purposes, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows:follows (unless existing tenant leases require restoration of the Project in which case, the insurance proceeds shall be used for restoration of the Property). (i) if the loss is less than or equal to $100,000200,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 200,000 but is not more than 2533-1/3% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lenderof at least equal value and of substantially the same character as existed prior to such damage; (C) Lender determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects Project after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six nine months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s 's reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan (unless existing tenant leases require restoration of the Project, in which case, the insurance proceeds shall be used for restoration of the Project) or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, Except as otherwise provided in whole or in part, by fire or other casualty (a “Casualty”Section 9.17(2), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Administrative Agent shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan Loans as follows: (i1) if If the loss is less than or equal to $100,000the Threshold Amount, Lender the Administrative Agent shall apply the insurance proceeds to restoration provided (Aa) no Event of Default or Potential Default exists, and ; (Bb) Borrower promptly commences and is diligently pursuing restoration of the Project; ; and (c) the Hotel Management Agreement in effect as of the date of the occurrence of such casualty or condemnation, whichever the case may be, shall (i) remain in full force and effect during such restoration and shall not otherwise terminate as a result of the casualty or condemnation or the restoration; or (ii) if terminated, shall have been replaced with a replacement Hotel Management Agreement with a Qualified Hotel Manager, prior to the opening or reopening of the Project or any portion thereof for business with the public. (2) If the loss exceeds $100,000 the Threshold Amount but is not more than 25% ten percent (10%) of the replacement value of the improvements, Lender the Administrative Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender the Administrative Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lenderthe Administrative Agent; (Cc) Lender the Administrative Agent determines that the net operating income Net Operating Income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt Service; (Dd) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent determines that restoration and repair of the Project to a condition approved by Lender the Administrative Agent will be completed within six (6) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (Ge) Borrower promptly commences and is diligently pursuing restoration of the Project; and (Hf) the Project after Hotel Management Agreement in effect as of the date of the occurrence of such casualty or condemnation, whichever the case may be, shall (i) remain in full force and effect during such restoration and shall not otherwise terminate as a result of the casualty or condemnation or the restoration will be in compliance or (ii) if terminated, shall have been replaced with and permitted under all applicable zoninga replacement Hotel Management Agreement with a Qualified Hotel Manager, building and land use laws, rules, regulations and ordinances; andprior to the opening or reopening of the Project or any portion thereof for business with the public. (iii3) if If the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in LenderSection 3.3(2) above, in the Administrative Agent’s reasonable sole discretion, Lender the Administrative Agent may (subject to the approval of the Majority Lenders) apply any insurance proceeds it may receive to the payment of the Loan Loans, without any prepayment penalty or payment, or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “"Casualty”"), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (i) if the loss is less than or equal to $100,000200,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 200,000 but is not more than 25% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (C) Lender determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects project after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) Project promptly upon adjustment of the Project after loss with the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinancescasualty insurer; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, Except as otherwise provided in whole or in part, by fire or other casualty (a “Casualty”Section 9.17(2), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Administrative Agent shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan Loans as follows: (i1) if If the loss is less than or equal to $100,000the Threshold Amount, Lender the Administrative Agent shall apply the insurance proceeds to restoration provided (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower promptly commences and is diligently pursuing restoration of the Project; Project and (c) the Hotel Management Agreement in effect as of the date of the occurrence of such casualty or condemnation, whichever the case may be, shall (i) remain in full force and effect during such restoration and shall not otherwise terminate as a result of the casualty or condemnation or the restoration or (ii) if terminated, shall have been replaced with a replacement Hotel Management Agreement with a Qualified Hotel Manager, prior to the opening or reopening of the Project or any portion thereof for business with the public. (2) If the loss exceeds $100,000 the Threshold Amount but is not more than 25% ten percent (10%) of the replacement value of the improvements, Lender the Administrative Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender the Administrative Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lenderthe Administrative Agent; (Cc) Lender the Administrative Agent determines that the net operating income Net Operating Income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, restoration together with the Interest Reserve will be sufficient to pay Debt Service; (Dd) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent determines that restoration and repair of the Project to a condition approved by Lender the Administrative Agent will be completed within six (6) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (Ge) Borrower promptly commences and is diligently pursuing restoration of the Project; and (Hf) the Project after Hotel Management Agreement in effect as of the date of the occurrence of such casualty or condemnation, whichever the case may be, shall (i) remain in full force and effect during such restoration and shall not otherwise terminate as a result of the casualty or condemnation or the restoration will be in compliance or (ii) if terminated, shall have been replaced with and permitted under all applicable zoninga replacement Hotel Management Agreement with a Qualified Hotel Manager, building and land use laws, rules, regulations and ordinances; andprior to the opening or reopening of the Project or any portion thereof for business with the public. (iii3) if If the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in LenderSection 3.3(2) above, in the Administrative Agent’s reasonable sole discretion, Lender the Administrative Agent may (subject to the approval of the Majority Lenders) apply any insurance proceeds it may receive to the payment of the Loan Loans, without any prepayment penalty or payment, or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender The Administrative Agent shall apply (or permit Borrower to apply) insurance proceeds to costs of restoring a Project or to the payment of the Loan Loans as follows: (i1) if the loss is less than or equal to $100,000the Restoration Threshold, Lender shall Borrower may directly collect and apply the insurance proceeds to for restoration provided (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower promptly commences and is diligently pursuing restoration of the such Project; (ii2) if the loss exceeds $100,000 but is not more than 25% of the replacement value of Restoration Threshold the improvements, Lender Administrative Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender the Administrative Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a its condition prior to the casualty or to such other condition approved by Lenderthe Administrative Agent; (Cc) Lender the Administrative Agent determines that the net operating income Net Operating Income of the subject Project during restoration together with the Net Operating Income of the other Projects during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (Dd) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent determines that restoration and repair of the Project to a its condition prior to the casualty or to such other condition approved by Lender the Administrative Agent will be completed within six months after the date of loss or casualty and in any event ninety thirty (9030) days prior to the Maturity Date; (Ge) Borrower promptly commences and is diligently pursuing restoration of the Project; and (Hf) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and; (iii3) if the conditions set forth in (i) and (ii) above are not satisfied satisfied, in Lenderthe Administrative Agent’s sole but reasonable discretion, Lender the Administrative Agent may (subject to the approval of the Majority Lenders) apply any insurance proceeds it may receive to the payment of the amounts owing under the Loan Documents in such order and manner as the Administrative Agent in its sole discretion determines (and provided there is a concomitant reduction in the Allocated Loan Amount for such Project) or allow all or a portion of such proceeds to be used for the restoration of the Project.; and (c4) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances, including, as applicable, the advance conditions under Schedule 2.1. Any insurance proceeds remaining after payment of all restoration costs shall be applied by the Administrative Agent to ensure that all work is completed in a workmanlike manner)the outstanding principal balance of the Loans or, at the Administrative Agent’s sole option, remitted to Borrower.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a Project the Property or to the payment of the Loan as follows: (ia) if the loss is less than or equal to $100,0001,000,000.00, Lender shall apply upon receipt thereof release the insurance proceeds to Borrower for restoration provided of the Property; provided, that: (Ai) no Default or Event of Default or Potential Default exists, ; and (Bii) Borrower promptly commences and is diligently pursuing restoration of the ProjectProperty; (iib) if the loss exceeds $100,000 1,000,000.00 but is not more than 25% of $10,000,000.00, or if Borrower is obligated to repair and restore the replacement value of Property under the improvementsAmazon Lease, Lender shall apply the insurance proceeds to restoration provided restoration; provided, that (A) at all times during such restoration restoration: (i) no Event of Default or Potential Default exists; (Bii) Lender reasonably determines throughout the restoration that there are sufficient funds available to restore and repair the Project Property to a condition reasonably approved by Lender; (Ciii) Lender reasonably determines that the net operating income aggregate of the Projects Net Operating Income of the Property during restoration, taking into account rent loss or restoration and the business interruption insurance, insurance proceeds to be received during restoration will be sufficient to pay Debt Servicedebt service on the Loan; (Div) Lender reasonably determines (based on leases Approved Leases which will remain in effect after restoration is complete if and the Project is not a multi-family projectlike) that after restoration and the ratio extended period of net operating income indemnity during which business interruption insurance proceeds continue to be received, the Debt Service Coverage Ratio will equal be at least equal to the ratio that existed on lesser of Minimum DSCR Requirement or the Closing DateDebt Service Coverage Ratio immediately prior to such casualty; (Ev) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender reasonably determines that restoration and repair of the Project Property to a condition approved reasonably by Lender will be completed within six eighteen (18) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; and (Gvi) Borrower promptly commences and is diligently pursuing pursues restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andProperty; (iiic) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s reasonable discretionsatisfied, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project.Property, in Lender’s sole discretion; (cd) Insurance with respect to a loss in excess of $1,000,000.00 for which Lender is required or elects, as applicable, to make insurance proceeds available to Borrower for restoration, insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances advances; and (including appropriate retainages e) the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that all work is completed Lender upon the occurrence of an Event of Default; otherwise, to Borrower to be used in a workmanlike manner)accordance with the provisions hereof.

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”"CASUALTY"), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (i) if the loss is less than or equal to $100,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 but is not more than 25% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (C) Lender determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects project after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within with six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s 's reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following Agent for the occurrence benefit of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Beneficiary shall apply insurance proceeds to costs of restoring a Project the Mortgaged Property or to the payment of the Loan Financing as follows: (i1) if the loss is less than or equal to $100,00010,000.00, Lender shall Agent shall, subject to the rights of the holder of the Senior Mortgage, apply the insurance proceeds to restoration of the Mortgaged Property provided (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower Grantor promptly commences and is diligently pursuing restoration of the ProjectMortgaged Property; (ii2) if the loss exceeds $100,000 10,000.00 but is not more than 25% ten percent (10%) of the replacement value of the improvementsImprovements (for projects containing multiple phases or stand alone structures, Lender shall such calculation to be based on the damaged phase or structure, not the Mortgaged Property as a whole), Agent for the benefit of Beneficiary shall, subject to the rights of the holder of the Senior Mortgage, apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project Mortgaged Property to a condition approved by LenderAgent; (Cc) Lender determines that the net operating income of the Projects during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Agent determines that restoration and repair of the Project Mortgaged Property to a condition approved by Lender Agent will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Dateearliest maturity date of the Financing; and (Gd) Borrower Grantor promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andMortgaged Property; (iii3) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Lender’s reasonable Subsection 3.8(2) above, in Agent=s sole discretion, Lender Agent for the benefit of Beneficiary, subject to the rights of the holder of the Senior Mortgage, may apply any insurance proceeds it may receive to the payment of the Loan Financing as agreed by Agent and Beneficiary or allow all or a portion of such proceeds to be used for the restoration of the Project.Mortgaged Property; and (c4) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner)advances.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a damaged Project or to the payment of the Loan as follows: (ia) if the loss is less than or equal to $100,000the Restoration Threshold, Lender shall apply the insurance proceeds to restoration provided (A1) no Event of Default or Potential Default exists, and (B2) Borrower promptly commences and is diligently pursuing restoration of the damaged Project; (iib) if the loss exceeds $100,000 the Restoration Threshold, but is not more than 25% ten percent (10%) of the replacement value of the improvementsimprovements (for Projects containing multiple phases or stand alone structures, such calculation to be based on the damaged phase or structure, not the damaged Project as a whole), Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (1) no Event of Default or Potential Default exists; (B2) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the damaged Project to a condition approved by Lender; (C3) Lender determines that the net operating income of the Projects Underwritten NOI during restoration, taking into account together with proceeds of any rent loss or business interruption insurance, will be sufficient to pay Debt ServiceService during restoration; (D4) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family projectcomplete) that after restoration the ratio of net operating income to Debt Service Coverage will equal be at least 1.0:1 and the ratio that existed Cash on the Closing DateCash Return will be at least six and one-quarter percent (6.25%); (E5) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration of the damaged Project will not exceed the loan-to-value ratio that existed on the Closing Date; (F6) Lender determines that restoration and repair of the damaged Project to a condition approved by Lender will be completed within six eight months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G7) Borrower promptly commences and is diligently pursuing restoration of the damaged Project; and (H) 8) the damaged Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and; (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Section 3.2(b) above, in Lender’s reasonable sole discretion, Lender may apply any insurance proceeds it may receive to the payment of amounts owing under the Loan Documents in such order and manner as Lender in its sole discretion determines, or allow all or a portion of such proceeds to be used for the restoration of the damaged Project.; and (cd) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances, including, as applicable, the advance conditions under Schedule 2.1. Any insurance proceeds remaining after payment of all restoration costs shall be applied by Lender to ensure that all work is completed in a workmanlike manner)the Loan balance or, at Lender’s sole option, remitted to Borrower.

Use and Application of Insurance Proceeds. (a) If any Project of the Projects shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower Borrowers shall give prompt notice thereof to LenderAdministrative Agent. Following the occurrence of a Casualty, Borrowerthe applicable Borrower or Borrowers, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender . Administrative Agent shall apply insurance proceeds to costs of restoring a the relevant Project or Projects or to the payment of the Loan Loans as follows: (i) 4.2.1 if the loss is less than or equal to $100,000250,000, Lender Administrative Agent shall apply the insurance proceeds to restoration provided (Aa) no Event of Default or Potential Default exists, and (Bb) the applicable Borrowers or Borrower promptly commences and is diligently pursuing restoration of the Projectrelevant Project or Projects; (ii) 4.2.2 if the loss exceeds $100,000 250,000 but is not more than 25% of the replacement value of the improvementsimprovements (for projects containing multiple phases or stand alone structures, Lender such calculation to be based on the damaged phase or structure, not the project as a whole), Administrative Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender Administrative Agent determines throughout the restoration that there are sufficient funds available to restore and repair the relevant Project or Projects to a condition approved by LenderAdministrative Agent; (Cc) Lender Administrative Agent determines that the net operating income Net Operating Income of the relevant Project or Projects during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (Dd) Lender Administrative Agent determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service Coverage will equal at least the ratio Debt Service Coverage that existed exists on the Closing DateDate hereof; (Ee) Lender Administrative Agent determines that the ratio of the outstanding principal balance of the Loan to appraised value LTV of the Projects after restoration will not exceed the loan-to-value ratio LTV that existed on the Closing Date; (Ff) Lender Administrative Agent determines that restoration and repair of the relevant Project or Projects to a condition approved by Lender Administrative Agent will be completed within six (6) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (Gg) the applicable Borrower or Borrowers promptly commences commence and is diligently pursuing restoration of the Projectrelevant Projects; and (Hh) the relevant Project or Projects after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and; (iii) 4.2.3 if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in LenderSection 4.2.2 above, in Administrative Agent’s reasonable sole discretion, Lender Administrative Agent may apply any insurance proceeds it may receive to the payment of the Loan Loans or allow all or a portion of such proceeds to be used for the restoration of the Project.relevant Project or Projects; and (c) 4.2.4 Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner)advances, including, as applicable, the advance conditions under Schedule 2.1.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Agent shall apply insurance proceeds to costs of restoring a Project the Projects or to the payment of the Loan as follows: (ia) if the a loss is less than or equal to $100,000twenty five percent (25%) of the Allocated Loan Amount shown on Schedule 3.2, Lender Agent shall apply the insurance proceeds to restoration provided that: (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower promptly commences and is diligently pursuing pursues restoration of the affected Project; (iib) if the loss exceeds $100,000 twenty-five percent (25%) of the Allocated Loan Amount, but is not more than twenty-five percent (25% %) of the replacement value of the improvementsaffected improvements (for projects containing multiple phases or stand alone structures, Lender such calculation to be based on the damaged phase or structure, not the affected Project or Projects as a whole), Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration restoration: (a) no monetary default or non-monetary default or Event of Default exists hereunder or Potential Default existsunder any of the other Loan Documents; (Bb) Lender Agent determines throughout the restoration that there are sufficient funds available to restore and repair the affected Project to a condition approved by LenderAgent; (Cc) Lender Agent determines that the net operating income Net Operating Income of the Projects during restoration, taking into account rent loss or restoration plus the collectible proceeds of business interruption insurance, insurance plus any amounts specifically reserved by Guarantor for the sole purpose of funding the restoration will be sufficient to pay Debt ServiceService as of the first measuring period occurring after the anticipated date of completion of restoration the Borrower will be able to satisfy the financial covenants set forth in Sections 7.26(a) and (b); (De) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Agent determines that restoration and repair of the affected Project to a condition approved by Lender Agent will be completed within six nine (9) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; and (Gf) Borrower promptly commences and is diligently pursuing restoration of the affected Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andor (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Lender’s reasonable Subsections (b) above, in Agent's sole discretion, Lender Agent may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the affected Project. (c) . Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances, including, as applicable, the advance conditions under Part C of Schedule 2.1 with respect to ensure that all work is completed in a workmanlike manner)disbursement of insurance proceeds.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a Project or to the payment of the Loan as follows:: ` (i1) if the loss is less than or equal to $100,000200,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower Borrowers promptly commences commence and is are diligently pursuing restoration of the ProjectMortgaged Property; (ii2) if the loss exceeds $100,000 200,000 but is not more than 25% of the replacement value of the improvements$1,000,000, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project Mortgaged Property to a condition approved by Lender; (Cc) Lender determines that the net operating income of the Projects Debt Service Coverage Ratio covenant set forth in Section 8.12 hereof during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt Servicemaintained; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (Fd) Lender determines that restoration and repair of the Project Mortgaged Property to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety one (901) days year prior to the Maturity Date; and (Ge) Borrower Borrowers promptly commences commence and is are diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andMortgaged Property; (iii3) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Subsection (2) above, in Lender’s reasonable 's sole discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project.Mortgaged Property; and (c4) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner)advances.

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether if insurance proceeds are made available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Insurance proceeds shall apply insurance proceeds to costs of restoring a Project or to the payment of the Loan be applied as follows: (i) if the loss is less than or equal to Three Hundred Fifty Thousand Dollars ($100,000350,000.00), Lender shall permit Borrower to apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default existsexists that would not be cured by the application of the insurance proceeds to and the restoration of the Project, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds Three Hundred Fifty Thousand Dollars ($100,000 350,000.00) but is not more than twenty-five percent (25% %) of the replacement value of the improvements, Lender shall apply the insurance proceeds shall be deposited with a financial institution or third-party insurance intermediary reasonable acceptable to Borrower and Lender for application, prior to the occurrence of an Event of Default, to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default existsexists that would not be cured by the application of the insurance proceeds to and the restoration of the Project; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lenderand value, substantially as prior to the casualty; (C) Lender determines that the net operating income Operating Revenues of the Projects Project during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender reasonably determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender reasonably determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects project after restoration will not exceed the loan-to-value ratio that existed on the Closing Datedate of the casualty; (F) Lender reasonably determines that restoration and repair of the Project to a condition approved by Lender will be completed within six nine (9) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed by Lender to Borrower on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner). Any surplus insurance proceeds not required for the restoration and repair of the Project as provided herein shall be disbursed to Borrower.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Agent shall apply insurance proceeds to costs of restoring a Project or to the payment of Projects or the Loan as follows: (ia) if the a loss is less than or equal to $100,000twenty five percent (25%), Lender of the Allocated Loan Amount shown on Schedule 3.2(a) with respect to the Project or Projects affected by such loss, Agent shall apply the insurance proceeds to restoration provided that: (Ai) no Event of Default or Potential Default exists, and (Bii) Borrower Borrowers promptly commences commence and is diligently pursuing pursues restoration of the ProjectProjects; (iib) if the loss exceeds $100,000 twenty-five percent (25%) of the Allocated Loan amount with respect to the Project or Projects affected by the loss, but is not more than 25% thirty percent (30%) of the replacement value of the improvementsaffected improvements (for projects containing multiple phases or stand alone structures, Lender such calculation to be based on the damaged phase or structure, not the Project or Projects as a whole), Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration restoration: (i) no Event of Default or Potential Default exists; (Bii) Lender Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project Projects to a condition approved by LenderAgent; (Ciii) Lender Agent determines that the net operating income Net Operating Income of the Projects during restoration, taking into account rent loss or restoration plus the collectible proceeds of business interruption insurance, insurance will be sufficient to pay Debt Service; (Div) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Agent determines that restoration and repair of the affected Project or Projects to a condition approved by Lender Agent will be completed within six months after the date elate of loss or casualty and in any event ninety (90) days prior to the Maturity Date; and (Gv) Borrower Borrowers promptly commences commence and is are diligently pursuing restoration of the Projectaffected Project or Projects; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andor (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Lender’s reasonable Subsections (b) above, in Agent's sole discretion, Lender Agent may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) affected Project or Projects. Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances, including, as applicable, the advance conditions under Part D of Schedule 2.1 with respect to ensure that all work is completed in a workmanlike manner)disbursement of insurance proceeds.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a Project the damaged Parcel or to the payment of the Loan Loans as follows: (i1) if the loss is less than or equal to $100,000the Restoration Threshold, Lender shall apply the insurance proceeds to restoration provided (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower promptly commences and is diligently pursuing restoration of the Projectdamaged Parcel; (ii2) if the loss exceeds $100,000 the Restoration Threshold, but is not more than 25% ten percent (10%) of the replacement value of the improvementsimprovements located on the damaged Parcel, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (a) no Event of Default or Potential Default exists; (Bb) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project damaged Parcel to a condition approved by Lender; (Cc) Lender determines that the net operating income of the Projects Underwritten NOI during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt ServiceService during restoration; (Dd) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loanLoan-to-value ratio that existed Value Ratio, Debt Service Coverage Ratio and the Cash on Cash Return will be at least equal to the Closing DateLoan-to-Value, Debt Service Coverage Ratio and Cash on Cash Return amounts set forth in Paragraph 1 of Schedule 2.1; (Fe) Lender determines that restoration and repair of the Project damaged Parcel to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (Gf) Borrower promptly commences and is diligently pursuing restoration of the Projectdamaged Parcel; and (Hg) the Project damaged Parcel after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and; (iii3) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Section 3.2(2) above, in Lender’s reasonable sole discretion, Lender may apply any insurance proceeds it may receive to the payment of amounts owing under the Loan Documents in such order and manner as Lender in its sole discretion determines, or allow all or a portion of such proceeds to be used for the restoration of the Project.damaged Parcel; and (c4) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances, including, as applicable, the advance conditions under Schedule 2.4(1). Any insurance proceeds remaining after payment of all restoration costs shall be applied by Lender to ensure that all work is completed in a workmanlike manner)the outstanding principal balance of the Loans or, at Lender’s sole option, remitted to Borrower.

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”"CASUALTY"), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (i) if the loss is less than or equal to $100,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 but is not more than twenty-five percent (25% %) of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (C) Lender determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects project after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six nine (9) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s 's reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Administrative Agent shall apply insurance proceeds to costs of restoring a Project the Property or to the payment of the Loan as follows: (i) : if the loss is less than or equal to $100,000___________, Lender Administrative Agent shall apply upon receipt thereof release the insurance proceeds to Borrower for restoration provided of the Property; provided, that: (Ai) no Event of Default or Potential Default exists, ; and (Bii) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) Property; if the loss exceeds $100,000 ____________ but is not more than 25% of the replacement value of the improvements$___________, Lender Administrative Agent shall apply the insurance proceeds to restoration provided restoration; provided, that (A) at all times during such restoration restoration: (i) no Event of Default or Potential Default exists; (Bii) Lender Administrative Agent reasonably determines throughout the restoration that there are sufficient funds available to restore and repair the Project Property to a condition approved by LenderAdministrative Agent; (Ciii) Lender Administrative Agent reasonably determines that the net operating income aggregate of the Projects Net Operating Income of the Property during restoration, taking into account rent loss or restoration and the business interruption insurance, insurance proceeds to be received during restoration will be sufficient to pay Debt Service; (Div) Lender Administrative Agent reasonably determines (based on leases Approved Leases which will remain in effect after restoration is complete if and the Project is not a multi-family projectlike) that after restoration and the ratio extended period of net operating income indemnity during which business interruption insurance proceeds continue to be received, the Debt Service Yield will equal be at least the ratio that existed on the Closing Dateequal to _____%; (Ev) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent reasonably determines that restoration and repair of the Project Property to a condition approved reasonably by Lender Administrative Agent will be completed within six eighteen (18) months after the date of loss or casualty and in any event ninety one hundred eighty (90180) days prior to the Maturity Date; and (Gvi) Borrower promptly commences and is diligently pursuing pursues restoration of the ProjectProperty; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied or if in LenderAdministrative Agent’s reasonable discretiondiscretion the loss exceeds $__________, Lender Administrative Agent may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance Property, in Administrative Agent’s sole discretion; with respect to a loss in excess of $__________ for which Administrative Agent is required or elects, as applicable, to make insurance proceeds available to Borrower for restoration, insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances; and the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that all work is completed Administrative Agent upon the occurrence of an Event of Default; otherwise, to Borrower to be used in a workmanlike manner)accordance with the provisions hereof.

Use and Application of Insurance Proceeds. (a) If The provisions of the REAs shall control over any Project contrary or inconsistent provision of this Section 3.2 or any other provision of this Agreement relating to the use and application of insurance or condemnation proceeds. Subject to the foregoing, all insurance proceeds shall be damaged or destroyedpaid to Agent, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Agent shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (ia) if the loss is less than or equal to $100,00010,000,000, Lender Agent shall apply the insurance proceeds to restoration provided (Ai) no Event of Default or Potential Default exists, and (Bii) Borrower promptly commences and is diligently pursuing restoration of the Project; (iib) if the loss exceeds $100,000 10,000,000 but is not more than 2510% of the replacement value of the improvements, Lender Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (i) no Event of Default or Potential Default exists; (Bii) Lender Agent reasonably determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by LenderAgent or Borrower deposits any deficiency with Agent; (Ciii) Lender Agent reasonably determines that the net operating income Net Operating Income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt ServiceService or Borrower deposits any deficiency with Agent; (Div) Lender Agent reasonably determines (based on leases which that Leases that will remain in effect and the Tenants thereunder will be obligated to pay Rent after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Daterestoration; (Ev) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Agent reasonably determines that restoration and repair of the Project to a condition approved by Lender Agent will be completed within six months after the date of loss or casualty and in any event ninety one hundred eighty (90180) days prior to the Scheduled Maturity Date; (Gvi) Agent reasonably determines that all permits required under Legal Requirements are available for the restoration and that the restoration is permitted under applicable Legal Requirements; and (vii) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and; (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in LenderSection 3.2(b) above, in Agent’s reasonable sole discretion, Lender Agent may apply any insurance proceeds it may receive to the payment of the Loan without any Spread Maintenance or other prepayment fee but with payment of LIBOR Breakage Costs, if any, or allow all or a portion of such proceeds to be used for the restoration of the Project.; (cd) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices practices, terms and conditions for construction loan advances advances; (including appropriate retainages e) the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that all work is completed Agent, with any excess available after payment of principal, interest and any other amounts due under the Loan being delivered to Borrower; and (f) any excess insurance proceeds remaining after restoration of the Project may be applied to the reduction of the Principal Balance of the Loan, in a workmanlike manner)Agent’s sole discretion.

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether to the extent insurance proceeds are made available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (i) if the loss is less than or equal to $100,00050,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 50,000 but is not more than 2520% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (C) Lender determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, restoration will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects project after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s sole but reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Agent shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (ia) if the a loss is less than or equal to $100,000twenty five percent (25%) of the original principal balance of the Loan, Lender Agent shall apply the insurance proceeds to restoration provided that: (Aa) no Event of Default or Potential Default exists, and (Bb) Borrower promptly commences and is diligently pursuing pursues restoration of the Project; (iib) if the loss exceeds $100,000 twenty-five percent (25%) of the original principal balance of the Loan, but is not more than twenty-five percent (25% %) of the replacement value of the improvementsImprovements (for projects containing multiple phases or stand alone structures, Lender such calculation to be based on the damaged phase or structure, not the Project as a whole), Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration restoration: (a) no monetary default or non-monetary default or Event of Default exists hereunder or Potential Default existsunder any of the other Loan Documents; (Bb) Lender Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by LenderAgent; (Cc) Lender Agent determines that the net operating income Net Operating Income of the Projects Project during restoration, taking into account rent loss or restoration plus the collectible proceeds of business interruption insurance, insurance plus any amounts specifically reserved by Guarantor for the sole purpose of funding the restoration will be sufficient to pay Debt ServiceService as of the first measuring period occurring after the anticipated date of completion of restoration, (d) the Borrower will be able to satisfy the financial covenants set forth in Sections 7.26(a) and (b); (De) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Agent determines that restoration and repair of the Project to a condition approved by Lender Agent will be completed within six nine (9) months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; and (Gf) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andor (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Lender’s reasonable Subsections (b) above, in Agent's sole discretion, Lender Agent may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) . Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances, including, as applicable, the advance conditions under Part C of Schedule 2.1 with respect to ensure that all work is completed in a workmanlike manner)disbursement of insurance proceeds.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Administrative Agent shall apply insurance proceeds to costs of restoring a Project Property or to the payment of the Loan Loans as follows: (ia) if the loss is less than or equal to $100,000the Threshold Amount, Lender Administrative Agent (on behalf of the Lenders) shall apply the insurance proceeds to restoration provided (A1) no Event of Default or Potential Default exists, and (B2) Borrower promptly commences and is diligently pursuing restoration of the ProjectProperty; (iib) if the loss exceeds $100,000 the Threshold Amount, but is not more than 25% of the replacement value of the improvementsimprovements at such Property (for Properties containing multiple phases or stand alone structures, Lender such calculation to be based on the damaged phase or structure, not the Property as a whole), Administrative Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (1) no Event of Default or Potential Default exists; (B2) Lender Administrative Agent determines throughout the restoration that there are sufficient funds available to restore and repair the Project Property to a condition approved by LenderAdministrative Agent; (C3) Lender Administrative Agent determines that the net operating income Net Operating Income of the Projects during restoration, taking into account rent loss or business interruption insurance, Portfolio will be sufficient to pay Debt ServiceService during such period; (D4) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent determines that restoration and repair of the Project Property to a condition approved by Lender Administrative Agent will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; and (G5) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andProperty; (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in LenderSection 3.2(b) above, in Administrative Agent’s reasonable sole discretion, Lender Administrative Agent may (subject to the approval of the Majority Lenders) apply any insurance proceeds it may receive to the payment of the Loan Loans or allow all or a portion of such proceeds to be used for the restoration of the Project.Property; and (cd) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner)advances, including, as applicable, the closing conditions under Schedule 2.1.

Use and Application of Insurance Proceeds. (a) If any Project All insurance proceeds shall be damaged or destroyedpaid to Agent, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender Agent shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (ia) if the loss is less than or equal to $100,000200,000, Lender Agent shall apply the insurance proceeds to restoration provided (Ai) no Event of Default or Potential Default exists, and (Bii) Borrower promptly commences and is diligently pursuing restoration of the ProjectProject and (iii) the loss is not, directly or indirectly, the result of terrorist activities; (iib) if the loss exceeds $100,000 200,000 but is not more than 2510% of the replacement value of the improvements, Lender Agent shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration (i) no Event of Default or Potential Default exists; (Bii) Lender Agent reasonably determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by LenderAgent; (Ciii) Lender determines that the net operating income of the Projects during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Serviceintentionally omitted; (Div) Lender Agent determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loanLoan-to-value ratio that existed on the Closing DateValue Ratio will be no more than 60%; (Fv) Lender Agent determines that restoration and repair of the Project to a condition approved by Lender Agent will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (Gvi) Borrower promptly commences and is diligently pursuing restoration of the Project; Project and (Hvii) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; andintentionally omitted; (iiic) if the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in LenderSection 3.2(b) above, in Agent’s reasonable sole discretion, Lender Agent may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project.; (cd) Insurance insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices practices, terms and conditions for construction loan advances advances; (including appropriate retainages e) the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that all work is completed Agent, with any excess available after payment of principal, interest and any other amounts due under the Loan being delivered to Borrower; and (f) any excess insurance proceeds remaining after restoration of the Project may be applied to the reduction of the Principal Balance of the Loan, in a workmanlike manner)Agent’s sole discretion.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender The Administrative Agent shall apply insurance proceeds to costs of restoring a Project the Property or to the payment of the Loan as follows: (i) : if the loss is less than or equal to $100,000___________, Lender the Administrative Agent shall apply upon receipt thereof release the insurance proceeds to the Borrower for restoration provided of the Property; provided, that: (Ai) no Event of Default or Potential Default exists, ; and (Bii) the Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) Property; if the loss exceeds $100,000 ____________ but is not more than 25% of $___________, the replacement value of the improvements, Lender Administrative Agent shall apply the insurance proceeds to restoration provided restoration; provided, that (A) at all times during such restoration restoration: (i) no Event of Default or Potential Default exists; (Bii) Lender the Administrative Agent reasonably determines throughout the restoration that there are sufficient funds available to restore and repair the Project Property to a condition approved by Lenderthe Administrative Agent; (Ciii) Lender the Administrative Agent reasonably determines that the net operating income aggregate of the Projects Net Operating Income of the Property during restoration, taking into account rent loss or restoration and the business interruption insurance, insurance proceeds to be received during restoration will be sufficient to pay Debt Service; (Div) Lender the Administrative Agent reasonably determines (based on leases Approved Leases which will remain in effect after restoration is complete if and the Project is not a multi-family projectlike) that after restoration and the ratio extended period of net operating income indemnity during which business interruption insurance proceeds continue to be received, the Debt Service Yield will equal be at least the ratio that existed on the Closing Dateequal to _____%; (Ev) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender Administrative Agent reasonably determines that restoration and repair of the Project Property to a condition approved reasonably by Lender the Administrative Agent will be completed within six eighteen (18) months after the date of loss or casualty and in any event ninety one hundred eighty (90180) days prior to the Maturity Date; and (Gvi) the Borrower promptly commences and is diligently pursuing pursues restoration of the ProjectProperty; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied or if in Lenderthe Administrative Agent’s reasonable discretiondiscretion the loss exceeds $__________, Lender the Administrative Agent may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance Property, in the Administrative Agent’s sole discretion; with respect to a loss in excess of $__________ for which the Administrative Agent is required or elects, as applicable, to make insurance proceeds available to the Borrower for restoration, insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances; and the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that all work is completed the Administrative Agent upon the occurrence of an Event of Default; otherwise, to the Borrower to be used in a workmanlike manner)accordance with the provisions hereof.

Use and Application of Insurance Proceeds. (a) If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) The Lender shall apply insurance proceeds to costs of restoring a Project the Property or to the payment of the Loan as follows: (i) : if the loss is less than or equal to $100,000___________, the Lender shall apply upon receipt thereof release the insurance proceeds to the Borrower for restoration provided of the Property; provided, that: (Ai) no Event of Default or Potential Default exists, ; and (Bii) the Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) Property; if the loss exceeds $100,000 ____________ but is not more than 25% of $___________, the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided restoration; provided, that (A) at all times during such restoration restoration: (i) no Event of Default or Potential Default exists; (Bii) the Lender reasonably determines throughout the restoration that there are sufficient funds available to restore and repair the Project Property to a condition approved by the Lender; (Ciii) the Lender reasonably determines that the net operating income aggregate of the Projects Net Operating Income of the Property during restoration, taking into account rent loss or restoration and the business interruption insurance, insurance proceeds to be received during restoration will be sufficient to pay Debt Service; (Div) the Lender reasonably determines (based on leases Approved Leases which will remain in effect after restoration is complete if and the Project is not a multi-family projectlike) that after restoration and the ratio extended period of net operating income indemnity during which business interruption insurance proceeds continue to be received, the Debt Service Yield will equal be at least the ratio that existed on the Closing Dateequal to _____%; (Ev) the Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender reasonably determines that restoration and repair of the Project Property to a condition approved reasonably by the Lender will be completed within six eighteen (18) months after the date of loss or casualty and in any event ninety one hundred eighty (90180) days prior to the Maturity Date; and (Gvi) the Borrower promptly commences and is diligently pursuing pursues restoration of the ProjectProperty; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied or if in the Lender’s reasonable discretiondiscretion the loss exceeds $__________, the Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance Property, in the Lender’s sole discretion; with respect to a loss in excess of $__________ for which the Lender is required or elects, as applicable, to make insurance proceeds available to the Borrower for restoration, insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages advances; and the net proceeds of rent loss and/or business interruption insurance shall be paid to ensure that all work is completed the Lender upon the occurrence of an Event of Default; otherwise, to the Borrower to be used in a workmanlike manner)accordance with the provisions hereof.

Use and Application of Insurance Proceeds. (a) If any the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”"CASUALTY"), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. (b) Lender shall apply insurance proceeds to costs of restoring a the Project or to the payment of the Loan as follows: (i) if the loss is less than or equal to $100,000, Lender shall apply the insurance proceeds to restoration provided (A) no Event of Default or Potential Default exists, and (B) Borrower promptly commences and is diligently pursuing restoration of the Project; (ii) if the loss exceeds $100,000 but is not more than 25% of the replacement value of the improvements, Lender shall apply the insurance proceeds to restoration provided that (A) at all times during such restoration no Event of Default or Potential Default exists; (B) Lender determines throughout the restoration that there are sufficient funds available to restore and repair the Project to a condition approved by Lender; (C) Lender determines that the net operating income of the Projects Project during restoration, taking into account rent loss or business interruption insurance, will be sufficient to pay Debt Service; (D) Lender determines (based on leases which will remain in effect after restoration is complete if the Project is not a multi-family project) that after restoration the ratio of net operating income to Debt Service will equal at least the ratio that existed on the Closing Date; (E) Lender determines that the ratio of the outstanding principal balance of the Loan to appraised value of the Projects project after restoration will not exceed the loan-to-value ratio that existed on the Closing Date; (F) Lender determines that restoration and repair of the Project to a condition approved by Lender will be completed within six months after the date of loss or casualty and in any event ninety (90) days prior to the Maturity Date; (G) Borrower promptly commences and is diligently pursuing restoration of the Project; and (H) the Project after the restoration will be in compliance with and permitted under all applicable zoning, building and land use laws, rules, regulations and ordinances; and (iii) if the conditions set forth in (i) and (ii) above are not satisfied in Lender’s 's reasonable discretion, Lender may apply any insurance proceeds it may receive to the payment of the Loan or allow all or a portion of such proceeds to be used for the restoration of the Project. (c) Insurance proceeds applied to restoration will be disbursed on receipt of reasonably satisfactory plans and specifications, contracts and subcontracts, schedules, budgets, lien waivers and architects’ ' certificates, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including appropriate retainages to ensure that all work is completed in a workmanlike manner).