ON THE AMOUNT TO BE PAID ON THE LOSS OR (B) ALLOW BORROWER TO AGREE
WITH THE INSURANCE COMPANY OR COMPANIES ON THE AMOUNT TO BE PAID UPON THE LOSS;
PROVIDED, THAT BORROWER MAY SETTLE AND ADJUST LOSSES PER OCCURRENCE LEVEL NOT IN
EXCESS OF $100,000, AGREE WITH THE INSURANCE COMPANY OR COMPANIES ON THE AMOUNT
TO BE PAID UPON THE LOSS AND COLLECT AND RECEIPT FOR ANY SUCH INSURANCE
PROCEEDS; PROVIDED, FURTHER, THAT IF (X) AT THE TIME OF THE SETTLEMENT OF SUCH
CLAIM AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR (Y) THE AGENT AND
THE BORROWER ARE UNABLE TO AGREE UPON A JOINT SETTLEMENT OR (Z) THE AGENT
DISAPPROVES OF THE BORROWER'S PROPOSED SETTLEMENT WITH THE INSURANCE COMPANY,
THEN AGENT SHALL SETTLE AND ADJUST SUCH CLAIM WITHOUT THE CONSENT OF BORROWER.
IN ANY SUCH CASE AGENT SHALL AND IS HEREBY AUTHORIZED TO COLLECT AND RECEIPT FOR
ANY SUCH INSURANCE PROCEEDS SUBJECT TO AND TO THE EXTENT PROVIDED FOR IN THIS
AGREEMENT. THE REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY AGENT IN THE
ADJUSTMENT AND COLLECTION OF INSURANCE PROCEEDS SHALL BECOME PART OF THE
INDEBTEDNESS AND BE SECURED BY THE MORTGAGE AND SHALL BE REIMBURSED BY BORROWER
TO AGENT UPON DEMAND THEREFOR.
(B)
IN THE EVENT OF ANY INSURED DAMAGE TO OR DESTRUCTION OF THE PROPERTY
OR ANY PART THEREOF (HEREIN CALLED AN "INSURED CASUALTY") WHERE THE
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AGGREGATE AMOUNT OF THE LOSS, AS REASONABLY DETERMINED BY AN INDEPENDENT
INSURANCE ADJUSTER, IS LESS THAN TEN PERCENT (10%) OF THE RELATED ADVANCE, AND
IF, IN THE REASONABLE JUDGMENT OF AGENT, THE PROPERTY CAN BE RESTORED BY NOT
LATER THAN THE FIRST TO OCCUR OF (A) TWELVE (12) MONTHS OF SETTLEMENT OF THE
CLAIM AND (B) THE EXPIRATION OF THE BUSINESS INTERRUPTION INSURANCE AND, IN ANY
CASE, NOT LATER THAN SIX (6) MONTHS PRIOR TO THE MATURITY DATE TO AN ECONOMIC
UNIT NOT LESS MATERIALLY VALUABLE (INCLUDING AN ASSESSMENT OF THE IMPACT OF THE
TERMINATION OF ANY LEASES DUE TO SUCH INSURED CASUALTY) AND NOT LESS USEFUL THAN
THE SAME WAS PRIOR TO THE INSURED CASUALTY, OR IF AGENT OTHERWISE ELECTS TO
ALLOW A BORROWER TO RESTORE THE PROPERTY, THEN, IF NO EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, THE INSURANCE PROCEEDS (AFTER REIMBURSEMENT OF
ANY REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY AGENT IN CONNECTION WITH THE
COLLECTION OF ANY APPLICABLE INSURANCE PROCEEDS) SHALL BE MADE AVAILABLE TO
REIMBURSE BORROWER FOR THE COST OF RESTORING, REPAIRING, REPLACING OR REBUILDING
THE PROPERTY OR PART THEREOF SUBJECT TO THE INSURED CASUALTY, AS PROVIDED FOR
BELOW. BORROWER HEREBY COVENANTS AND AGREES TO COMMENCE AND DILIGENTLY TO
PROSECUTE SUCH RESTORING, REPAIRING, REPLACING OR REBUILDING. BORROWER SHALL PAY
ALL OUT-OF-POCKET COSTS (AND IF REQUIRED BY AGENT, BORROWER SHALL DEPOSIT THE
TOTAL THEREOF WITH AGENT IN ADVANCE) OF SUCH RESTORING, REPAIRING, REPLACING OR
REBUILDING IN EXCESS OF THE INSURANCE PROCEEDS MADE AVAILABLE PURSUANT TO THE
TERMS HEREOF (THE "DEFICIENT AMOUNT").
(C)
EXCEPT AS PROVIDED ABOVE, THE INSURANCE PROCEEDS COLLECTED UPON
ANY INSURED CASUALTY SHALL,