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2000H176
<br />obligation, to make premium payments, at Borrower's expense, to prevent any cancellation,
<br />endorsement, alteration or reissuance of any policy of insurance maintained by Borrower, and
<br />such payments shall be accepted by the insurer to prevent same.
<br />If any act or occurrence of any kind or nature (including any casualty for which insurance
<br />was not obtained or obtainable) shall result in damage to or destruction of the Property (such
<br />event being called a "Loss "), Borrower will give prompt written notice thereof to Lender. All
<br />insurance proceeds paid or payable in connection with any Loss shall be paid to Lender. If (i) no
<br />Event of Default has occurred and is continuing hereunder, (ii) Borrower provides evidence
<br />satisfactory to Lender of (A) its ability to pay all amounts becoming due under the Note during
<br />the pendency of any restoration or repairs to or replacement of the Property (which evidence may
<br />include reference to rent -loss or business - interruption insurance), and (B) its ability under
<br />applicable zoning requirements (including applicable variances and non - conforming use permits)
<br />fully and completely to restore, repair, or replace the Property to its value, condition, and
<br />character prior to such loss (iii) the available insurance proceeds (together with any deposit
<br />posted by Borrower to augment any deficiency in such proceeds) are, in Lender's judgment,
<br />sufficient fully and completely to restore, repair or replace the Property and (iv) Borrower
<br />provides evidence satisfactory to Lender that none of the tenants of the Property will terminate
<br />its Lease as a result of either the Loss or the repairs to or replacement of the Property, Borrower
<br />shall have the right to apply all insurance proceeds received in connection with such Loss either
<br />(a) to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition
<br />and character immediately prior to such Loss, or (b) to the payment of the Indebtedness in such
<br />order as Lender may elect. If an Event of Default has occurred and is continuing hereunder at
<br />the time of such Loss, if Lender determines that Borrower will be unable to pay all amounts
<br />becoming due under the Note during the pendency of any restoration or repairs to or replacement
<br />of the Property, if the available insurance proceeds are insufficient, in Lender's judgment, to
<br />fully and completely restore, repair or replace the Property or if Lender has reason to believe that
<br />one or more tenants of the Property will terminate its lease as a result of either the Loss or the
<br />repairs to or replacement of the Property, or if less than six (6) months remain until maturity of
<br />the Note, then all of the insurance proceeds payable with respect to such Loss will be applied to
<br />the payment of the Indebtedness, or if so instructed by Lender, such insurance proceeds shall be
<br />made available to Borrower, and Borrower will promptly, at Borrower's sole cost and expense
<br />and regardless of whether sufficient insurance proceeds shall be available, commence to restore,
<br />repair, replace and rebuild the Property as nearly as possible to its value, condition, character
<br />immediately prior to such Loss. Borrower shall diligently prosecute any restoration, repairs or
<br />replacement of the Property undertaken by or on behalf of Borrower pursuant to this Section 5.
<br />All such work shall be conducted pursuant to written contracts approved by Lender in writing,
<br />which approval shall not be unreasonably withheld. Notwithstanding anything contained herein
<br />to the contrary, in the event the insurance proceeds received by Lender following any Loss are
<br />insufficient in Lender's judgment to fully and completely restore, repair or replace the Property,
<br />and if Borrower has complied with all of the other conditions described in this Section 5,
<br />Borrower may elect to restore, repair or replace the Property if it first deposits with Lender such
<br />additional sums as Lender determines are necessary in order to fully and completely restore,
<br />repair or replace the Property. In the event any insurance proceeds remain following the
<br />restoration, repair or replacement of the Property, such proceeds shall be disbursed to Borrower,
<br />to the extent that no Event of Default shall have occurred and be continuing and to the extent any
<br />7
<br />01- 288814.04
<br />Grand Island, NE
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