Common use of Use of Insurance Proceeds Clause in Contracts

Use of Insurance Proceeds. Mortgagee shall make the net insurance proceeds received by it (after reimbursement of Mortgagee’s reasonable out-of pocket costs of collecting and disbursing the same) available to Mortgagor to pay the cost of restoration, repair and rebuilding of the Mortgaged Property, subject to all of the following conditions precedent: (a) There shall be no Event of Default in existence at the time of any disbursement of the insurance proceeds; (b) Mortgagee shall have determined, in its reasonable discretion, that the cost of restoration, repair and rebuilding is and will be equal to or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged Property; (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications approved by Mortgagee (such approval not to be unreasonably withheld), and in accordance with applicable laws, codes, regulations and ordinances; (d) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures for construction loans; (e) The Casualty results in damage of $1,000,000.00 or less; and (f) The restoration, repair and rebuilding of the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permit. If any of these conditions shall not be satisfied, then Mortgagee shall have the right to either use the insurance proceeds to prepay the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged Property. If any insurance proceeds shall remain after completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s discretion, used to prepay the Obligations. In the event such insurance proceeds are made available for restoration and repair by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee in connection with the application of such insurance proceeds (including but not limited to reasonable costs incurred by Mortgagee, and a title company or agent approved by Mortgagee in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction.

Use of Insurance Proceeds. Mortgagee (a) All proceeds of casualty insurance on the Development shall make the net insurance proceeds received by it (after reimbursement of Mortgagee’s reasonable out-of pocket costs of collecting and disbursing the same) be made available to Mortgagor to pay for the cost of restoration, restoration and repair and rebuilding if any part of the Mortgaged PropertyDevelopment is damaged or destroyed in whole or in part by fire or other casualty. All work required to be performed in connection with such restoration and repair is hereinafter called the "Repair Work." Such insurance proceeds shall be deposited by Tenant directly into a segregated account established by Tenant at a local bank or other local financial institution for the purpose of funding the Repair Work. Tenant shall give Landlord notice as to the location of such account and provide monthly account statements to Landlord. This account is established as an assurance fund to guarantee the completion of Repair Work. Tenant does retain the right to withdraw funds from this account to pay for the Repair Work and to any excess funds in the account following completion of the Repair Work. Upon receipt of such proceeds in the account, subject Tenant shall promptly undertake and complete the Repair Work in accordance with this Article XII, and upon completion of the Repair Work, Tenant shall furnish Landlord and each Leasehold Mortgagee with (i) a reasonably detailed report describing the damage or destruction, the Repair Work performed, and the cost thereof, (ii) a certificate executed and acknowledged by a senior officer of Tenant, in form and substance reasonably satisfactory to Landlord and each Leasehold Mortgagee, stating that all of the following conditions precedent: obligations of Tenant to any contractor, subcontractor, materialman, supplier or any other person performing Repair Work, providing services or supplying material in connection with the Repair Work have been satisfied and discharged in full or otherwise provided for to Landlord's and each Leasehold Mortgagee's reasonable satisfaction, together with all appropriate lien waivers in connection therewith, (aiii) There a copy of the plans and specifications prepared in connection with Repair Work, and (iv) a certificate of the Architect and of Tenant certifying that the Repair Work has been completed substantially in accordance with the plans and specifications for the Repair Work. If the insurance proceeds are insufficient to pay for the Repair Work, Tenant shall, nevertheless, complete the Repair Work and pay for it in full using its own funds. Tenant shall submit a certificate of a licensed and qualified architect or engineer, as may be appropriate (an "Architect"), certifying that the Repair Work has been completed substantially in accordance with the plans and specifications for the Repair Work, and its own certificate certifying that the Repair Work has been completed and paid for in full and specifying the amount paid by Tenant. Any certificates required to be given by Tenant under this Article XII shall be no Event executed and acknowledged by a senior officer of Default Tenant and shall be in existence at the time of any disbursement of the insurance proceeds;form and substance reasonably satisfactory to Landlord and each Leasehold Mortgagee. (b) Mortgagee shall have determinedPromptly following any damage or destruction to the Development by fire or casualty, in its reasonable discretion, that the cost Tenant shall: (i) give written notice of restoration, repair such damage or destruction to Landlord and rebuilding is and will be equal to or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged Propertyeach Leasehold Mortgagee; (cii) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with engage an Architect to prepare plans and specifications approved by Mortgagee (such approval not to be unreasonably withheld), and in accordance with applicable laws, codes, regulations and ordinancesfor the Repair Work; (diii) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures cause the Architect to prepare preliminary plans and specifications for construction loansthe Repair Work; (eiv) The Casualty results prepare an itemized cost breakdown of the total cost of the Repair Work by appropriate trades and other costs entailed in damage the Repair Work; (v) produce a proposed contract (or series of $1,000,000.00 contracts with subcontractors and a contract with a construction manager) between Tenant and a reputable contractor or lesscontractors experienced in the performance of comparable work for the performance of the Repair Work; each contract shall provide for no less than a five percent (5%) holdback and all such contracts shall be made subject to, and shall comply with, the JCC Equity Program; (vi) produce a building permit, if required, issued by the appropriate government agency or agencies authorizing the Repair Work as complying with all applicable codes and obtain all other licenses and permits required by law as a condition to the commencement of the Repair Work; (vii) deliver evidence satisfactory to Landlord and each Leasehold Mortgagee that the Development is capable of substantial restoration and reconstruction of its condition immediately prior to the fire or casualty; and (fviii) The restoration, repair and rebuilding deliver an agreement by Tenant to complete the Repair Work (which completion may initially be evidenced by the issuance of a temporary certificate of occupancy for the Mortgaged Property can be completed within nine (9Development) months following the date in a reasonable amount of the Casualty, or such additional period time plus periods of time as performance by Tenant is prevented by Force Majeure Events (other than financial inability) specified in Section 32.2(a) of this Lease after occurrence of the fire or casualty. The identity of the Architect and contractor, and the preliminary plans and specifications shall be subject to the written approval of Landlord and each Leasehold Mortgagee, which approval Landlord and each Leasehold Mortgagee agree not to unreasonably withhold, financially condition or delay. No material changes in its reasonable discretionapproved plans and specifications shall be permitted without the prior written consent of Landlord, shall permit. If any of these conditions City and each Leasehold Mortgagee, which consent shall not be satisfied, then Mortgagee shall have the right to either use the insurance proceeds to prepay the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged PropertyFinancially Conditioned. If any insurance proceeds shall remain after On completion of the restorationRepair Work and payment therefore in full, repair Tenant shall submit to Landlord and rebuilding each Leasehold Mortgagee a certificate of the Mortgaged PropertyArchitect and of Tenant certifying that the Repair Work is complete in accordance with the plans and specifications for the Repair Work, they and Tenant shall be disbursed submit a certificate stating that all of the obligations of Tenant to Mortgagorany contractor, subcontractor, materialman, supplier or any other person performing the Person legally entitled theretoRepair Work, providing services or at the Mortgagee’s discretion, used to prepay the Obligations. In the event such insurance proceeds are made available for restoration and repair by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee supplying material in connection with the application of such insurance proceeds (including but not limited to reasonable costs incurred by MortgageeRepair Work have been satisfied and discharged in connection therewith, and a title company or agent approved by all appropriate lien waivers must be delivered to Landlord, City and each Leasehold Mortgagee in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destructionthat time.

Use of Insurance Proceeds. Mortgagee shall make the net insurance proceeds received by it (after reimbursement of Mortgagee’s reasonable out-of pocket costs of collecting and disbursing the same) available to Mortgagor to pay the cost of restoration, repair and rebuilding of the Mortgaged Property, subject to all of the following conditions precedent: (a) There shall be no Event of Default in existence at the time of any disbursement of the insurance proceeds; (b) Mortgagee shall have determined, in its reasonable discretion, that the cost of restoration, repair and rebuilding is and will be equal to or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged Property; (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications approved by Mortgagee (such approval not to be unreasonably withheld), and in accordance with applicable laws, codes, regulations and ordinances; (d) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures for construction loans; (e) The Casualty results in damage of $1,000,000.00 500,000.00 or less; and (f) The restoration, repair and rebuilding of the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permit. If any of these conditions shall not be satisfied, then Mortgagee shall have the right to either use the insurance proceeds to prepay the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged Property. If any insurance proceeds shall remain after completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s discretion, used to prepay the Obligations. In the event such insurance proceeds are made available for restoration and repair by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee in connection with the application of such insurance proceeds (including but not limited to reasonable costs incurred by Mortgagee, and a title company or agent approved by Mortgagee in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction.

Use of Insurance Proceeds. Mortgagee shall make the net insurance proceeds received by it (after reimbursement of Mortgagee’s reasonable out-of of-pocket costs of collecting and disbursing the same) available to Mortgagor to pay the cost of restoration, repair and rebuilding of the Mortgaged Property, subject to all of the following conditions precedent: : (a) There shall be no Event of Default in existence at the time of any disbursement of the insurance proceeds; ; (b) Mortgagee shall have determined, in its reasonable discretion, that the cost of restoration, repair and rebuilding is and will be equal to or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged Property; Mortgagee; (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications approved by Mortgagee (such approval not to be unreasonably withheld), and in accordance with applicable laws, codes, regulations codes and ordinances; ; (d) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures for construction loans; ; and (e) The Casualty results in damage of $1,000,000.00 250,000.00 or less; and (f) The restoration, repair and rebuilding of the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permit. If any of these conditions shall not be satisfied, then Mortgagee shall have the right to either use the insurance proceeds to prepay the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged PropertyObligations. If any insurance proceeds shall remain after completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s discretion, used to prepay the Obligations. In the event such insurance proceeds are made available for restoration and repair by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee in connection with the application of such insurance proceeds (including but not limited to reasonable costs incurred by Mortgagee, and a title company or agent approved by Mortgagee in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction.14

Use of Insurance Proceeds. Mortgagee shall make the net insurance proceeds received by it (after reimbursement of Mortgagee’s reasonable out-of pocket costs of collecting and disbursing the same) available to Mortgagor to pay the cost of restoration, repair and rebuilding of the Mortgaged Property, subject to all of the following conditions precedent: (a) There shall be no Event of Default in existence at the time of any disbursement of the insurance proceeds;; and (b) Mortgagee shall have determined, in its reasonable discretion, that the cost of restoration, repair and rebuilding is and will be equal to or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and or Mortgagor has otherwise demonstrated to Mortgagee’s satisfaction the availability of funds to complete the restoration, repair of the Mortgaged Property;or rebuilding; and (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications approved by Mortgagee (such approval not to be unreasonably withheld), and in accordance with applicable laws, codes, regulations codes and ordinances;; and (d) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures for construction loans; loans (e) The Casualty results but in damage of $1,000,000.00 or less; and (f) The restoration, repair any event in a manner consistent with the requirements and rebuilding of provisions contained in the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permitLoan Agreement). If any of these conditions shall not be satisfied, then Mortgagee shall have the right to either use the insurance proceeds to prepay the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged PropertyLoan Obligations. If any insurance proceeds shall remain after completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s discretion, used to prepay the Loan Obligations. In the event such insurance proceeds are made available for restoration and repair by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee in connection with the application of such insurance proceeds (including but not limited to reasonable costs incurred by Mortgagee, and a title company or agent approved by Mortgagee in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction.

Use of Insurance Proceeds. Mortgagee (a) All proceeds of casualty insurance on the Development shall make the net insurance proceeds received by it (after reimbursement of Mortgagee’s reasonable out-of pocket costs of collecting and disbursing the same) be made available to Mortgagor to pay for the cost of restoration, restoration and repair and rebuilding if any part of the Mortgaged Property, subject Development is damaged or destroyed in whole or in part by fire or other casualty. All work required to all of be performed in connection with such restoration and repair is hereinafter called the following conditions precedent: (a) There shall be no Event of Default in existence at the time of any disbursement of the "Repair Work." All such insurance proceeds; (b) Mortgagee shall have determined, in its reasonable discretion, that less the cost of restorationcollection, repair and rebuilding is and will shall be equal to or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged Property; (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications approved by Mortgagee (such approval not paid into a trust account to be unreasonably withheld), created by an independent third party (the "Insurance Trustee") to be chosen by Tenant and in accordance with applicable laws, codes, regulations and ordinances; Landlord within ten (d10) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures for construction loans; (e) The Casualty results in damage days of $1,000,000.00 or less; and (f) The restoration, repair and rebuilding of when the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permit. If any of these conditions shall not be satisfied, then Mortgagee shall have the right to either use the insurance proceeds to prepay the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged Property. If any insurance proceeds shall remain after completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s discretion, used to prepay the Obligations. In the event such insurance proceeds are made available (and approved by each Leasehold Mortgagee), which shall be located in the City. If Tenant or Landlord for restoration and repair by whatever reason, cannot or will not participate in the selection of the Insurance Trustee, then the other party (with approval of each Leasehold Mortgagee) shall select the Insurance Trustee. Tenant shall name the Insurance Trustee appointed pursuant to this Section 12.2 as the sole loss payee on Tenant's casualty insurance. If those parties who participate in the selection process cannot agree on the selection of the Insurance Trustee, Mortgagor either Landlord, Tenant or any Leasehold Mortgagee may apply to the Civil District Court for the Parish of Orleans, State of Louisiana for the appointment of a national bank located in the City as the Insurance Trustee. The Insurance Trustee shall pay all costs incurred by Mortgagee in connection with hold the application of such insurance proceeds (including but not limited in trust to reasonable costs incurred by Mortgageebe disbursed in stages to pay for the cost of the Repair Work, as hereafter provided. The Insurance Trustee shall deposit the insurance proceeds in an interest bearing account and a title company or agent approved by Mortgagee in overseeing any after-tax interest earned thereon shall be added to the disbursement of such insurance proceeds). If the insurance proceeds are insufficient to pay for the Repair Work, and Tenant shall, nevertheless, complete the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially Repair Work and, after the same character as prior to such damage or destruction.funds in the trust account have been exhausted, pay for it in full using its own 125

Use of Insurance Proceeds. Mortgagee shall make the net insurance proceeds received by it (after reimbursement of Mortgagee’s 's reasonable out-of pocket costs of collecting and disbursing the same) available to Mortgagor to pay the cost of restoration, repair and rebuilding of the Mortgaged Property, subject to all of the following conditions precedent: (a) There shall be no Event of Default in existence at the time of any disbursement of the insurance proceeds; (b) Mortgagee shall have determined, in its reasonable discretion, that the cost of restoration, repair and rebuilding is and will be equal to or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged PropertyMortgagee; (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications approved by Mortgagee (such approval not to be unreasonably withheld), and in accordance with applicable laws, codes, regulations codes and ordinances; (d) All funds shall be disbursed, at Mortgagee’s 's option, in accordance with Mortgagee’s 's customary disbursement procedures for construction loans;; and (e) The Casualty results in damage of $1,000,000.00 250,000.00 or less; and (f) The restoration, repair and rebuilding of the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permit. If any of these conditions shall not be satisfied, then Mortgagee shall have the right to either use the insurance proceeds to prepay the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged PropertyObligations. If any insurance proceeds shall remain after completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s 's discretion, used to prepay the Obligations. In the event such insurance proceeds are made available for restoration and repair by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee in connection with the application of such insurance proceeds (including but not limited to reasonable costs incurred by Mortgagee, and a title company or agent approved by Mortgagee in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction.

Use of Insurance Proceeds. (a) Subject to the conditions set forth below, all proceeds of casualty insurance on the Improvements shall be made available to pay for the cost of Restoration if any part of the Improvements are damaged or destroyed in whole or in part by fire or other casualty. Subject to Section 3.7, all such ----------- insurance proceeds, less the cost of collection, shall be paid into a trust account to be created by an independent third party ("Insurance Trustee") to be chosen by (i) the First Mortgagee if the Project Premises is encumbered by a First Mortgage or (ii) Developer and City in the event there is no First Mortgagee, within ten (10) days of when the proceeds are to be made available. Nothing herein shall make prohibit the net First Mortgagee from acting as the Insurance Trustee. If Developer or City for whatever reason, cannot or will not participate in the selection of the Insurance Trustee, then the other party shall select the Insurance Trustee. Developer shall name the Insurance Trustee appointed pursuant to this Section 16.2 as the sole loss payee on Developer's ------------ casualty insurance. If those parties who participate in the selection process cannot agree on the selection of the Insurance Trustee, either City or Developer may apply to the Circuit Court for the County for the appointment of a local bank having a capital surplus in excess of Two Hundred Million Dollars ($200,000,000) as the Insurance Trustee. The Insurance Trustee shall hold the insurance proceeds in trust to be disbursed in stages to pay for the cost of the Restoration, as hereafter provided. The Insurance Trustee shall deposit the insurance proceeds in an interest bearing account and any after tax interest earned thereon shall be added to the insurance proceeds. All fees and expenses of the Insurance Trustee shall be paid by Developer. (b) Promptly following any damage or destruction to the Improvements by fire, casualty or otherwise, Developer shall: (1) give written notice of such damage or destruction to City and each Mortgagee; and (2) deliver an agreement by Developer to complete the Restoration in a reasonable amount of time plus periods of time as performance by Developer is prevented by Force Majeure events (other than financial inability) after occurrence of the fire or casualty. (c) After satisfaction of the conditions specified in paragraph (b) of this Section, insurance proceeds shall be paid to Developer, or City, as the case may be, from time to time thereafter in installments, but not more frequently than once a month, upon application to be submitted from time to time by Developer to Insurance Trustee showing the cost of work, labor, services, materials, fixtures and equipment incorporated in the Restoration, or incorporated therein since the last previous application, and paid for by Developer or then due and owing. The amount of any installment to be paid to Developer shall be such proportion of the total insurance proceeds as the cost of work, labor, services, materials, fixtures and equipment theretofore incorporated by Developer into the Restoration bears to the total estimated cost of the Restoration by Developer, less all payments heretofore made to Developer out of the insurance proceeds. Upon completion of and payment for the Restoration by Developer, the balance of the insurance proceeds shall be paid over to Developer, subject to the rights of any Mortgagee named as an insured. If the estimated cost of any Restoration exceeds the insurance proceeds received by it (after reimbursement Insurance Trustee, then prior to the commencement of Mortgagee’s reasonable out-of pocket costs of collecting and disbursing the same) available to Mortgagor to pay such Restoration or thereafter if at any time that the cost to complete the Restoration exceeds the unapplied portion of restorationsuch insurance proceeds, repair Developer shall from time to time immediately deposit with Insurance Trustee cash funds in the amount of such excess, to be held and rebuilding applied by Insurance Trustee in accordance with the provisions hereof. If City elects to make the Restoration at Developer's expense, as provided in Section 16.1, then, as provided above with respect to ------------ Developer, Insurance Trustee shall pay over the insurance proceeds to City, from time to time, upon City's application accompanied by a certificate containing the statements required under clauses (i), (ii) and (iii) of Section 16.2(d)(1), ------------------ to the extent not previously paid to Developer pursuant to this Section 16.2(c), --------------- and Developer shall pay to Insurance Trustee, on demand, any sums which City certifies to be an estimate of the Mortgaged Propertyamount necessary to complete the Restoration, subject to all of less the following conditions precedent:undisbursed insurance proceeds. (a1) There shall be submitted to Insurance Trustee the certificate of the Architect stating (i) that the sum then requested to be withdrawn either has been paid by Developer or is justly due to contractors, subcontractors, materialmen, engineers, architects or other Persons (whose names and addresses shall be stated) who have rendered or furnished work, labor, services, materials, fixtures or equipment for the work and giving a brief description of such work, labor, services, materials, fixtures or equipment and the principal subdivisions or categories thereof and the several amounts so paid or due to each of said Persons in respect thereof, and stating in reasonable detail the progress of the Restoration up to the date of said certificate; (ii) that no Event part of Default such expenditures has been or is being made the basis, in existence at any previous or then pending request, for the time withdrawal of any disbursement insurance money or has been made out of the proceeds of insurance received by Developer; and (iii) that the balance of the insurance proceeds; (b) Mortgagee shall have determinedproceeds held by Insurance Trustee will be sufficient, upon completion of the Restoration, to pay for the same in its full, and stating in reasonable discretion, that detail an estimate of the cost of restorationsuch completion. (2) There shall be furnished to Insurance Trustee appropriate sworn statements and lien waivers (which comply with the mechanics' lien laws of the State) from all Persons receiving payment under such draw. (3) There shall be furnished to Insurance Trustee a title search, repair and rebuilding is and or a similar certificate of a title insurance company reasonably satisfactory to Insurance Trustee, showing that there are no liens affecting the Development or any part thereof in connection with work done, authorized or incurred at or relating to the Development which had not been discharged of record, except such as will be equal to or less than discharged upon payment of the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged Property; (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications approved by Mortgagee (such approval not then requested to be unreasonably withheld), and in accordance with applicable laws, codes, regulations and ordinances; (d) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures for construction loans;withdrawn. (e) The Casualty results Notwithstanding anything in damage this Section 16.2 to the contrary, ------------ insurance proceeds for any fire or casualty of less than Forty Million Dollars ($1,000,000.00 or less; and (f40,000,000) The restoration, repair and rebuilding of the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permit. If any of these conditions shall not be satisfiedpaid to the Insurance Trustee to be disbursed as provided in Section 16.2, then Mortgagee but instead such proceeds shall have be paid by the insurer ------------ directly into a segregated account established by Developer for the purpose of funding the Restoration. This account is established as an assurance fund to guarantee the completion of the Restoration. Developer retains the right to either use withdraw funds from this account to pay for the insurance proceeds Restoration and to prepay any excess funds in the Obligations or make such proceeds available for restoration, repair and rebuilding of the Mortgaged Property. If any insurance proceeds shall remain after account following completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s discretion, used to prepay the ObligationsRestoration. In the event such insurance proceeds are made available for restoration and repair by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee in connection with the application Upon receipt of such insurance proceeds (including but not limited to reasonable costs incurred by Mortgageein the account, Developer shall promptly undertake and a title company or agent approved by Mortgagee complete the Restoration in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destructionaccordance with this Article.

Use of Insurance Proceeds. Mortgagee Upon the occurrence of any loss, the proceeds of any insurance shall make be paid to a financial institution or trust company with an office in Santa Xxxxxxx County designated by Foundation and approved by City (the net “Insurance Trustee”). In the event of such loss, to the extent of available insurance proceeds received by it (after reimbursement of Mortgagee’s reasonable out-of pocket costs of collecting Foundation, Foundation shall be obligated to rebuild or replace the destroyed or damaged improvements, equipment or fixtures in the same or better condition as they existed prior to such loss. All sums deposited with the Insurance Trustee shall be held in trust by the Insurance Trustee with the following powers and disbursing the same) available to Mortgagor to duties: A. The Insurance Trustee shall pay the cost contractor retained by Foundation for the restoration in installments as the construction progresses. A retention fund of ten percent (10%) of the total contract price shall be established. The contractor shall be paid the retained amount upon the completion of the restoration, repair and rebuilding acceptance of the Mortgaged Propertywork by the Foundation and City, subject payment of all costs, expiration of all applicable lien periods and proof that the Premises is free of all mechanics’ liens and lienable claims. B. Payments to all of the following conditions precedent: (a) There contractor shall be no Event made on presentation of Default in existence at certificates or vouchers from the time of any disbursement of architect or engineer retained by Foundation showing the insurance proceeds; (b) Mortgagee shall have determinedamount due. If the Insurance Trustee, in its the Insurance Trustee’s reasonable discretion, determines that the cost of restoration, repair and rebuilding is and will be equal to certificates or less than the amount of insurance proceeds and other funds deposited by Mortgagor with Mortgagee for restoration and repair of the Mortgaged Property; (c) Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed in accordance with plans and specifications vouchers are being improperly approved by Mortgagee (such approval not to be unreasonably withheld)the architect or engineer retained by Foundation, and in accordance with applicable laws, codes, regulations and ordinances; (d) All funds shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s customary disbursement procedures for construction loans; (e) The Casualty results in damage of $1,000,000.00 or less; and (f) The restoration, repair and rebuilding of the Mortgaged Property can be completed within nine (9) months following the date of the Casualty, or such additional period of time as Mortgagee, in its reasonable discretion, shall permit. If any of these conditions shall not be satisfied, then Mortgagee Insurance Trustee shall have the right to either use appoint an architect or engineer to supervise the construction and to make payments to the contractor on certificates or vouchers approved by the architect or engineer retained by the Insurance Trustee. The reasonable expenses and charges of the architect or engineer retained by the Insurance Trustee shall be paid by the Insurance Trustee out of the trust fund. C. If the sums held by the Insurance Trustee are insufficient to pay the actual cost of the repair, restoration or replacement, Foundation shall have the right but not the obligation to deposit the amount of the deficiency with the Insurance Trustee within thirty (30) days after request by the Insurance Trustee indicating the amount of the deficiency. D. Any undistributed funds following compliance with the provisions of this section shall be delivered to Foundation. E. All actual costs of the Insurance Trustee shall first be paid from the insurance proceeds to prepay the Obligations or make such proceeds available for restorationproceeds, repair and rebuilding of the Mortgaged Propertythen by Foundation. If the Insurance Trustee resigns or for any insurance proceeds reason is unable or unwilling to act or continue to act in accordance with these provisions, Foundation shall remain after completion of substitute a new trustee for the restoration, repair designated trustee. The new trustee must be a financial institution or trust company with an office in Santa Xxxxxxx County approved by City. F. Both Parties shall promptly execute all documents and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or the Person legally entitled thereto, or at the Mortgagee’s discretion, used to prepay the Obligations. In the event such insurance proceeds are made available for restoration and repair perform all acts reasonably required by the Mortgagee, Mortgagor shall pay all costs incurred by Mortgagee Insurance Trustee in connection with order for the application of such insurance proceeds (including but not limited Insurance Trustee to reasonable costs incurred by Mortgagee, and a title company or agent approved by Mortgagee in overseeing the disbursement of such insurance proceeds), and the Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destructionperform its obligations under this section.