Common use of Utilization of Net Proceeds Clause in Contracts

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall be utilized for the restoration of the Property, but only if no Default shall exist and only if in the reasonable judgment of Administrative Agent (i) there has been no material adverse change in the financial viability of the Improvements and (ii) the Net Proceeds, together with other funds deposited with Administrative Agent for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative Agent. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent shall have no fiduciary duty with respect to such funds. Administrative Agent will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent shall deem appropriate, including in the name of Administrative Agent. Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the applicable Property. Net Proceeds shall be utilized for the restoration of the applicable Property, but only if no Event of Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the applicable Improvements and (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the a Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Borrowers’ Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of the applicable Borrower’s deposit. Each Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if such Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Borrowers’ Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Borrowers’ Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Lender will advance the deposited funds from time to time to the applicable Borrower for the payment of costs of restoration of the Property of such Borrower upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Borrowers’ Deposit Account. Each Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Borrowers’ Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the StateState of Texas, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Borrowers’ Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Each Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Borrowers’ Deposit Account and to do any and every act that such Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Default or Event of Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease, and (iv) following restoration, the Property will have a fair market value at least equal to its fair market value immediately prior to the Casualty or Condemnation. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Prior to the advance by Lender of any funds so deposited and the commencement of such restoration, Borrower shall take all steps necessary to avoid the imposition of any mechanics’ liens on the Property or the Improvements. Thereafter, Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-free. If at any time Lender determines that there is a deficiency in the funds available in the Borrower’s Deposit Account to complete the restoration as contemplated, then Borrower will promptly deposit in the Borrower’s Deposit Account additional funds equal to the amount of the deficiency. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6Section. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Property which would impair the ability of the Borrower to repay the Loan, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender (which approval shall not be unreasonably withheld or delayed), and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such fundsfunds and shall have no liability to the Borrower or any other party with respect thereto unless arising from the gross negligence or willful misconduct of Lender. Administrative Agent Lender will advance the deposited funds from time to time to Borrower or a contractor designated by Borrower for the payment of costs of restoration of the Property upon presentation of customary evidence reasonably acceptable to Administrative Agent Lender that such the portion of the restoration for which payment is to be made has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution substitution, which respect to any Claim which the Lender is authorized to make proof of loss for and to settle or comprise under Section 4.5, to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the applicable Property. Net Proceeds shall be utilized for the restoration of the applicable Property, but only if no Default shall exist and only if in the reasonable judgment of Administrative Agent (i) there has been no material adverse change in the financial viability of the applicable Improvements and (ii) the Net Proceeds, together with other funds deposited with Administrative Agent for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative Agent. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the a Property, the Net Proceeds, together with any other funds deposited with Administrative Agent for that purpose, must be deposited in a Borrower’s Borrowers’ Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of the applicable Borrower’s deposit. Each Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if such Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Borrowers’ Deposit Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Borrower’s Borrowers’ Deposit Account, but Administrative Agent shall have no fiduciary duty with respect to such funds. Administrative Agent will advance the deposited funds from time to time to the applicable Borrower for the payment of costs of restoration of the Property of such Borrower upon presentation of evidence acceptable to Administrative Agent that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Borrowers’ Deposit Account. Each Borrower grants to Administrative Agent a security interest in the Borrower’s Borrowers’ Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the StateState of California, and Administrative Agent shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Borrowers’ Deposit Account may be established and held in such name or names as Administrative Agent shall deem appropriate, including in the name of Administrative Agent. Each Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Borrowers’ Deposit Account and to do any and every act that such Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall be utilized for the restoration of the Property, but only if no Event of Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration construction of the PropertyImprovements. Net Proceeds shall may be utilized for the restoration construction of the Property, but Improvements only if (i) no Default or Event of Default shall exist exist, (ii) Borrower desires to repair and only restore the Improvements, and (iii) if in the reasonable judgment of Administrative Agent Lender (iA) there has been no material adverse change in the financial viability of the Improvements and Improvements, (iiB) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration construction pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, (C) the construction can be completed prior to the Maturity Date and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease, and (D) following construction, the Property will have a fair market value at least equal to its fair market value immediately prior to the Casualty or Condemnation. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration construction of the PropertyImprovements, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s deposit account (the “Net Proceeds Deposit Account”), which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Net Proceeds Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Net Proceeds Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Prior to the advance by Lender of any funds so deposited and the commencement of such construction, Borrower shall take all steps necessary to avoid the imposition of any mechanics’ liens on the Property or the Improvements. Thereafter, Lxxxxx will advance the deposited funds from time to time to Borrower for the payment of costs of restoration construction of the Property Improvements upon presentation of evidence acceptable to Administrative Agent Lender that such restoration construction has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from If at any time Lender determines that there is a deficiency in the balance, if any, funds available in the Borrower’s Net Proceeds Deposit AccountAccount to complete the construction as contemplated, then Borrower will promptly deposit in the Borrower’s Net Proceeds Deposit Account additional funds equal to the amount of the deficiency. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Net Proceeds Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the StateCode, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Net Proceeds Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lxxxxx and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Net Proceeds Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6Section. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, and (iii)the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s 's Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s such deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s 's Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s 's Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-free. If at any time Lender determines that there is a deficiency in the funds available in Borrower's Deposit Account to complete the restoration as contemplated, then Borrower will promptly deposit in Borrower's Deposit Account additional funds equal to the amount of the deficiency. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s 's Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s 's Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s 's Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s 's Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.67.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall be utilized for the restoration of the Property, but only if Property provided that no Event of Default shall exist have occurred and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the construction or operation of the Improvements and (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) . If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing accountaccount with Lender, with all accrued interest which account will be assigned to become part Lender as additional security for the Loan (the “Deposit Account”). In the event of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit deficiency in the Borrower’s funds available to complete restoration as herein contemplated Borrower shall deposit funds in an amount equal to such deficiency in the Deposit Account for federal and applicable state and local tax purposesAccount. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent will advance Advances of the deposited funds will be made from time to time to Borrower for the payment of costs deficient line item amounts, prior to the advance of restoration proceeds of the Property upon presentation Loan for such amounts. Disbursements of evidence acceptable to Administrative Agent that such restoration has been completed satisfactorily funds from the Deposit Account will be made in a manner consistent with, and lien-freesubject to, the Lender’s then standard requirements for the closing and funding of construction loans. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all such deposited funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative Agent. Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revokedLender.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Event of Default or Default that is not cured within any applicable grace or cure period shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to XxxX/Xxxxxxxxx Xxxx Loan Agreement #438690v6 such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Event of Default shall exist and be continuing and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and construction or operation of the Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing accountaccount (the “Net Proceeds Account”) with Lender, which account will be assigned to Lender as additional security for the Loan. If at any time Lender shall determine that the Net Proceeds are not or will not be sufficient to pay for the restoration of the Property, then Borrower shall deposit with Lender, within ten (10) days from the effective date of a Notice from Lender requesting such deposit, funds in an amount equal to the deficiency. Such funds shall be held by Lender in the Net Proceeds Account with all accrued interest to become part of Borrower’s the deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Net Proceeds Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Net Proceeds Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Net Proceeds Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Net Proceeds Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, thereof as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Net Proceeds Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes Disbursements of funds from the Net Proceeds Account will be made in a manner consistent with, and appoints Administrative Agent subject to, the requirements for the closing and any officer or agent funding of Administrative Agent its true the Loan and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To Agreement regarding the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power disbursement of attorney, which shall be deemed to be a power coupled with an interest, cannot be revokedLoan proceeds.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall be utilized for the restoration of the affected Property, but only if no Default shall exist and only if in the reasonable judgment of Administrative Agent (i) there has been no material adverse change in the financial viability of the affected Improvements and (ii) the Net Proceeds, together with other funds deposited with Administrative Agent for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative Agent. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the affected Property, the Net Proceeds, together with any other funds deposited with Administrative Agent for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of BorrowerXxxxxxxx’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent shall have no fiduciary duty with respect to such funds. Administrative Agent will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the BorrowerXxxxxxxx’s Deposit Account. Borrower grants to Administrative Agent a security interest in the BorrowerXxxxxxxx’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent shall have available to it all of the rights and remedies available to a secured party thereunder. The BorrowerXxxxxxxx’s Deposit Account may be established and held in such name or names as Administrative Agent shall deem appropriate, including in the name of Administrative Agent. Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.64.7. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Event of Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations; provided, however, that to the extent the requirements of Leases entered into prior to the date hereof or in accordance with the terms hereof require an alternative allocation of such Net Proceeds, it shall not constitute a default or Event of Default hereunder to the extent the Borrower applies such Net Proceeds (or Lender is required to apply such Net Proceeds) in accordance with such requirements. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence reasonably acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Event of Default shall exist and only if in the reasonable judgment of Administrative Agent (i) there has been no material adverse change in the financial viability of the Improvements and (ii) the Net Proceeds, Proceeds together with other funds deposited with Administrative Agent for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative Agent61400346.docx 00 Xxxxxxxxxxxxxx Xxxxx, (xx) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any Management Agreement or any Condominium Document or other Permitted Encumbrance, and (iii) it is reasonably expected that, following restoration, (A) the outstanding principal balance of the Loan will not exceed seventy percent (70%) of the fair market value of the Property, and (B) the Debt Service Coverage Ratio for the Property will be at least 1.35 to 1.00. Otherwise, unless Administrative Agent elects otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are in excess of One Hundred Thousand Dollars ($100,000) and are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent shall have no fiduciary duty with respect to such funds. Administrative Agent will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence reasonably acceptable to Administrative Agent that such restoration has been completed satisfactorily and lien-free. If at any time Administrative Agent determines that there is a deficiency in the funds available in the Borrower’s Deposit Account to complete the restoration as contemplated, then Borrower will promptly deposit in the Borrower’s Deposit Account additional funds equal to the amount of the deficiency. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent shall deem appropriate, including in the name of Administrative Agent. Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6Section. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked. If Administrative Agent enters into any agreement or signs any document under a power of attorney for Borrower or an affiliate of Borrower or otherwise as attorney-in-fact for Borrower or an affiliate of Borrower, (a) Administrative Agent shall not create any personal liability for Borrower or any affiliate of Borrower, (b) any such agreement or document must recite that the recourse of any other parties to such agreement or document under the subject agreement or document shall be limited to the Property, and (c) Administrative Agent shall send to Borrower written notice of the same, with a copy of the signed agreement or document, within three (3) Banking Days of signing the same. (c) If the Improvements are substantially damaged or destroyed by fire or other casualty and Administrative Agent determines that the Improvements cannot be restored in accordance with the terms and provisions of this Agreement and the Mortgage, Administrative Agent shall have the right to accelerate the Maturity Date and declare the Loan immediately due and payable by written notice to Borrower, subject, however, to the terms and provisions of Section 6.7 hereof.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Event of Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-freefree and in compliance with Law. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall be utilized for the restoration of the Property, but only if no Default shall exist and only if in the reasonable judgment of Administrative Agent (i) there has been no material adverse change in the financial viability of the Improvements and (ii) the Net Proceeds, together with other funds deposited with Administrative Agent for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative Agent. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent shall have no fiduciary duty with respect to such funds. Administrative Agent will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent that such restoration has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent shall deem appropriate, including in the name of Administrative Agent. Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Subject as hereinabove provided in Section 4.5, Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any purchase and sale agreement, and (iv) following restoration, the Property will have a fair market value at least equal to its fair market value immediately prior to the Casualty or Condemnation. Otherwise, Net Proceeds shall be utilized for payment of the Obligations, in such order as determined by Lender in the exercise of its sole discretion. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Prior to the advance by Lender of any funds so deposited and the commencement of such restoration, Borrower shall take all steps reasonably necessary to avoid the imposition of any mechanics’ liens on the Property or the Improvements. Thereafter, Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-free. If at any time Lender determines that there is a deficiency in the funds available in the Borrower’s Deposit Account to complete the restoration as contemplated, then Borrower will promptly deposit in the Borrower’s Deposit Account additional funds equal to the amount of the deficiency. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. From and after the occurrence of an Event of Default, Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6Section. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Default shall exist and only if if, in the reasonable judgment of Administrative Agent Agent, with the consent of the Required Lenders, (i) there has been no material adverse change in the financial viability of the Improvements and Property which would impair the ability of the Borrower to repay the Loans, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentAgent (which approval shall not be unreasonably withheld or delayed), and (iii) the restoration can be completed prior to the final maturity of the Loans and prior to the date required by any permanent loan commitment or purchase and sale agreement or by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net ProceedsProceeds in excess of $300,000, together with any other funds deposited with Administrative Agent for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent shall have no fiduciary duty with respect to such fundsfunds and shall have no liability to the Borrower or any other party with respect thereto unless arising from the gross negligence or willful misconduct of Administrative Agent. Administrative Agent will advance the deposited funds from time to time to Borrower or a contractor designated by Borrower for the payment of costs of restoration of the Property upon presentation of customary evidence reasonably acceptable to Administrative Agent that such the portion of the restoration for which payment is to be made has been completed satisfactorily and lien-free. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent shall deem appropriate, including in the name of Administrative Agent. Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution substitution, with respect to any claim which the Administrative Agent is authorized to make proof of loss for and to settle or comprise under Section 6.5, to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.66.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall may be utilized for the restoration of the Property, but Property only if no Default shall exist and only if in the reasonable judgment of Administrative Agent Lender (i) there has been no material adverse change in the financial viability of the Improvements and Improvements, (ii) the Net Proceeds, together with other funds deposited with Administrative Agent Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative AgentLender, and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. (b) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Administrative Agent Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative Agent Lender shall have no fiduciary duty with respect to such funds. Administrative Agent Lender will advance the deposited funds from time to time to Borrower for the payment of costs of restoration of the Property upon presentation of evidence acceptable to Administrative Agent Lender that such restoration has been completed satisfactorily and lien-freefree and in compliance with law. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Administrative Agent Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Administrative Agent Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative Agent Lender shall deem appropriate, including in the name of Administrative AgentLender. Borrower hereby constitutes and appoints Administrative Agent Lender and any officer or agent of Administrative Agent Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6. To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Utilization of Net Proceeds. (a) Net Cash Proceeds arising from any Event of Loss with respect to any Real Estate must be utilized either for payment of the Obligations or for the restoration of the Propertysuch Real Estate. Net Cash Proceeds shall may be utilized for the restoration of the Property, but such Real Estate only if no Default shall exist and only if in the reasonable judgment of Administrative the Agent (i) there has been no material adverse change in the financial viability of the Improvements and improvements on such Real Estate, (ii) the Net Cash Proceeds, together with other funds deposited with Administrative the Agent for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications reasonably approved by Administrative the Agent, (iii) the restoration can be completed prior to the Maturity Date and prior to the date required by any purchase and sale agreement or by any Lease, and (iv) following restoration, such Real Estate will have a fair market value at least equal to its fair market value immediately prior to the Event of Loss. Otherwise, Net Cash Proceeds shall be utilized for payment of the ObligationsObligations in such order and in such proportions as determined by the Agent in its sole discretion. (b) If Net Cash Proceeds are to be utilized for the restoration of such Real Estate, (i) the PropertyBorrowers shall, at their sole cost and expense, promptly commence and diligently and continuously perform to completion the restoration in a good and workmanlike manner and in compliance with all Laws and the requirements of the Permitted Liens, whether or not the Borrowers shall have satisfied the requirements of this Section 7.08 in order to cause the Net Cash Proceeds to be made available for such restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose, and (ii) the Net Cash Proceeds, together with any other funds deposited with Administrative the Agent for that purpose, must be deposited in an account maintained by the First Lien Agent that is subject to a Control Agreement or, upon Payment in Full of First Lien Priority Debt, in an account maintained by the Agent that is subject to a Control Agreement, solely for the purposes described in this Section 7.08 (“Borrower’s Deposit Account”), which shall be an a non-interest-bearing account, with all accrued interest . Subject to become part the terms of Borrower’s deposit. Borrower agrees that it shall include all interest Section 4.08 and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entitythis Section 7.08, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Administrative the Agent shall have no fiduciary duty with respect to such funds. Administrative Prior to the advance by the Agent of any funds so deposited and the commencement of such restoration, the Borrowers shall take all steps necessary to avoid the imposition of any mechanics’ liens on the Real Estate or the improvements thereon. Thereafter, the Agent will advance the deposited funds from time to time to Borrower the Borrowers for the payment of costs of restoration of the Property Real Estate upon presentation of evidence by the Borrowers acceptable to Administrative the Agent that such portion of the restoration has been completed satisfactorily and lienLien-free. If at any time the Agent reasonably determines that there is a deficiency in the funds available in the Borrower’s Deposit Account to complete the restoration as contemplated, then the Borrowers shall promptly deposit in the Borrower’s Deposit Account additional funds equal to the amount of the deficiency. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. . (c) Each Borrower grants to Administrative Agent Agent, on behalf of the Credit Parties, a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the StateUCC, and Administrative the Agent shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Administrative the Agent shall deem appropriate, including in the name of Administrative the Agent. Each Borrower hereby constitutes and appoints Administrative the Agent and any officer or agent of Administrative the Agent its true and lawful attorneys-in-fact with full power of substitution to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.67.08; provided, however, the Agent shall not exercise such power (other than the power to open the Borrower’s Deposit Account) unless an Event of Default has occurred and is continuing. To the extent permitted by Law, each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.