KEEPING IT IN EFFECT SHALL BE
PAID BY BORROWER PROMPTLY AFTER DEMAND AND SHALL BE SECURED BY THE LOAN
DOCUMENTS. NOTWITHSTANDING THE ABOVE, NONE OF THE ABOVE SHALL BE TAKEN BY AGENT
WITHOUT NOTICE IN WRITING TO THE BORROWER, PERMITTING BORROWER TO CURE ANY
DEFAULT REGARDING INSURANCE WITHIN TEN (10) DAYS OF AGENT'S NOTIFICATION TO
BORROWER, PROVIDED THAT CANCELLATION OR TERMINATION SHALL NOT HAVE OTHERWISE
OCCURRED PRIOR TO OR DURING THIS 10-DAY PERIOD.
SECTION 8.12.
Damage or Destruction.
(A)
PROMPTLY, AND IN ANY CASE WITHIN THREE
(3) BUSINESS DAYS AFTER THE OCCURRENCE THEREOF, BORROWER SHALL NOTIFY AGENT OF
ANY FIRE OR OTHER CASUALTY WITH RESPECT TO ANY PORTION OF ANY PROPERTY IF
BORROWER'S REASONABLY FORESEES THAT OF THE COST OF RESTORATION WILL EXCEED THE
LESSER OF (I) $1,000,000 OR (II) FIVE PERCENT (5%) OF THE ALLOCATED LOAN AMOUNT
FOR THE APPLICABLE PROPERTY.
SUCH NOTICE ALSO SHALL GENERALLY DESCRIBE THE
NATURE AND EXTENT OF SUCH CASUALTY AND SET FORTH BORROWER'S BEST ESTIMATE OF THE
COST OF RESTORATION.
(B)
AGENT SHALL BE ENTITLED TO RECEIVE ALL
INSURANCE PROCEEDS PAYABLE WITH RESPECT TO ANY PROPERTY ON ACCOUNT OF A
CASUALTY.
BORROWER HEREBY IRREVOCABLY ASSIGNS, TRANSFERS AND SETS OVER TO AGENT
ALL RIGHTS OF BORROWER TO ANY SUCH INSURANCE PROCEEDS, AWARD OR PAYMENT.
BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS AGENT, IN THE NAME OF
BORROWER OR OTHERWISE, TO FILE FOR AND PROSECUTE IN ITS OWN NAME WHAT WOULD
OTHERWISE BE BORROWER'S CLAIM FOR ANY SUCH INSURANCE PROCEEDS.
NOTWITHSTANDING
THE FOREGOING, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
SHALL THEN BE CONTINUING AND PROVIDED BORROWER PROMPTLY FILES ALL CLAIMS AND
DILIGENTLY PROSECUTES SAME, BORROWER SHALL HAVE THE RIGHT TO FILE, ADJUST,
SETTLE AND PROSECUTE ANY CLAIM FOR SUCH INSURANCE PROCEEDS; PROVIDED, HOWEVER,
THAT BORROWER SHALL NOT AGREE TO ANY ADJUSTMENT OR SETTLEMENT OF ANY SUCH CLAIM
PAYABLE WITH RESPECT TO A CASUALTY THE INSURANCE PROCEEDS WITH RESPECT TO WHICH
ARE GREATER THAN $1,500,000 (THE "CASUALTY PROCEEDS
82
DISBURSEMENT THRESHOLD") WITHOUT AGENT'S PRIOR CONSENT.
BORROWER SHALL PROMPTLY
AFTER DEMAND PAY TO AGENT ALL REASONABLE COSTS AND EXPENSES (INCLUDING THE FEE
OF ANY INSURANCE CONSULTANT OR ADJUSTER AND REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS) INCURRED BY AGENT IN CONNECTION WITH A CASUALTY AND SEEKING AND
OBTAINING ANY INSURANCE PROCEEDS, AWARD OR PAYMENT WITH RESPECT THERETO.
NET
PROCEEDS HELD BY AGENT, TOGETHER WITH ANY INTEREST EARNED THEREON, SHALL
CONSTITUTE ADDITIONAL SECURITY FOR THE PAYMENT OF THE OBLIGATIONS (A SECURITY
INTEREST THEREIN BEING GRANTED HEREBY), UNTIL DISBURSED IN ACCORDANCE WITH THIS
SECTION 8.12 OR SECTION 8.14 HEREOF, AS THE CASE MAY BE.
NOTWITHSTANDING THE
FOREGOING, OR ANYTHING ELSE HEREIN, TO THE CONTRARY, ALL PROCEEDS OF BUSINESS
INTERRUPTION/RENT LOSS INSURANCE MAY BE COLLECTED BY AND SHALL BE PAID TO AGENT
AND APPLIED IN ACCORDANCE WITH SECTION 8.12(G) HEREOF.
(C)
BORROWER SHALL, AT ITS 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
LEGAL REQUIREMENTS AND THE REQUIREMENTS