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201901174 <br />the restoration, replacement or rebuilding of the Mortgaged Premises as nearly as possible <br />to its value, condition and character immediately prior to such damage or destruction. <br />(c) Adjustment of Loss. Grantor hereby authorizes Beneficiary, at <br />Beneficiary's option, to adjust and compromise any losses under any insurance afforded, <br />but unless Beneficiary elects to adjust the losses as aforesaid, said adjustment and/or <br />compromise shall be made by Grantor, subject to final approval of Beneficiary in the case <br />of losses exceeding $100,000. <br />(d) Application of Insurance Proceeds. Net insurance proceeds received by <br />Beneficiary under the provisions of this Deed of Trust or any instruments supplemental <br />hereto or thereto or under any policy or policies of insurance covering the Mortgaged <br />Premises or any part thereof shall first be applied as a prepayment on the Notes (and <br />Beneficiary is hereby irrevocably authorized and directed to make such an application <br />whether or not the Notes or any other indebtedness hereby secured may then be due or <br />otherwise adequately secured) and shall thereafter be applied to the reduction of any other <br />indebtedness hereby secured; provided, however, that such proceeds shall be made <br />available for the restoration of the portion of the Mortgaged Premises damaged or <br />destroyed if written application for such use is made within thirty (30) days of receipt of <br />such proceeds and the following conditions are satisfied to the reasonable satisfaction of <br />the Beneficiary: (i) Grantor has in effect business interruption insurance covering the <br />income to be lost during the restoration period as a result of the damage or destruction to <br />the Mortgaged Premises or provides Beneficiary with other evidence satisfactory to it that <br />Grantor has cash resources sufficient to pay its obligations during the restoration period; <br />(ii) the effect of the damage to or destruction of the Mortgaged Premises giving rise to <br />receipt of the insurance proceeds is not to terminate, or give a lessee the option to <br />terminate, any lease of all or any portion of the Mortgaged Premises; (iii) no Event of <br />Default, or event which, with the lapse of time, the giving of notice, or both, would <br />constitute an Event of Default, shall have occurred or be continuing (and if such an event <br />shall occur during restoration Beneficiary may, at its election, apply any insurance <br />proceeds then remaining in its hands to the reduction of the indebtedness evidenced by <br />the Notes and the other indebtedness hereby secured); (iv) Grantor shall have submitted <br />to Beneficiary plans and specifications for the restoration which shall be reasonably <br />satisfactory to it; and (v) Grantor shall submit to Beneficiary fixed price contracts with <br />good and responsible contractors and materialmen covering all work and materials <br />necessary to complete restoration and providing for a total completion price not in excess <br />of the amount of insurance proceeds available for restoration, or, if a deficiency shall <br />exist, Grantor shall have deposited the amount of such deficiency with Beneficiary. Any <br />insurance proceeds to be released pursuant to the foregoing provisions may at the option <br />of Beneficiary be disbursed from time to time as restoration progresses to pay for <br />restoration work completed and in place and such disbursements may at Beneficiary's <br />option be made directly to Grantor or to or through any contractor or materialman to <br />whom payment is due or to or through a construction escrow to be maintained by a title <br />insurer acceptable to Beneficiary. Beneficiary may impose such further conditions upon <br />the release of insurance proceeds (including the receipt of title insurance) as are <br />customarily imposed by prudent construction lenders to insure the completion of the <br />-8- <br />