Common use of Insurance Proceeds Clause in Contracts

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 2.2 or Section 4.32.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 3.2 or Section 4.33.3, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties (including any captive insurance companies of the Indemnifying Party or its Affiliates) by or on behalf of such Indemnitee in respect of the related LossLoss (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts). The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall will be (i) entitled to a “windfall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount All Insurance Proceeds in respect of a Mortgaged Property and the right thereto are hereby irrevocably assigned and pledged by each Loan Party to the Agent for the benefit of the Lenders, and the Agent is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; provided, however, that any Indemnifying if no Event of Default shall have occurred and be continuing such Loan Party is shall have the right to direct the Agent to apply Insurance Proceeds in accordance with Sections 5.11.6. If no Event of Default shall have occurred and be continuing, to the extent not inconsistent with the requirements of Sections 5.11.5 and 5.11.6, such Loan Party shall have the right to direct the Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Mortgaged Property which will cost (or may reasonably be required expected to provide indemnification cost) less than $1,000,000 to or on behalf Restore and (2) to pay to such Loan Party all proceeds of any Indemnitee pursuant related business interruption insurance. Each Loan Party agrees to Section 4.2 execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Mortgaged Properties as the Agent may reasonably require and shall otherwise cooperate with the Agent in obtaining for the Agent and the Lenders the benefit of any Insurance Proceeds lawfully or Section 4.3equitably payable in respect of any such Mortgaged Property, subject to the provisos above. If, prior to the receipt by the Agent of such Insurance Proceeds, any Mortgaged Property shall have been transferred upon foreclosure of the applicable Mortgage (or by deed in lieu thereof), the Agent shall have the right to receive such Insurance Proceeds to the extent (x) such Insurance Proceeds are attributable to a casualty occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by the Agent in connection with the collection of such Insurance Proceeds. The Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. During the continuance of an Event of Default, the Agent is hereby authorized and empowered by each of the Loan Parties to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and each of the Loan Parties hereby irrevocably appoints and constitutes the Agent as such Loan Party's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Mortgaged Property in excess of $1,000,000 without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Mortgaged Property, such Loan Party or Subsidiary shall promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to the Agent and each Loan Party covenants that until so paid over to the Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Agent and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any Indemnifying Party is applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all proceeds payable by reason of any loss or may be damage to the Leased Property, any Capital Additions or any part(s) or portion(s) thereof under any policy of insurance required to provide indemnification to or on behalf be carried hereunder (the “Insurance Proceeds”) in excess of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicableFive Hundred Thousand Dollars ($500,000.00) per occurrence (the “Proceeds Threshold”), shall be reduced (retroactively paid to Lessor and made available by Lessor to Lessee from time to time for the reasonable costs of reconstruction or prospectivelyrepair, as the case may be, of any damage to or destruction of the Leased Property, any Capital Additions or any part(s) by any or portion(s) thereof. Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to receive Insurance Proceeds or other in amounts actually recovered from third parties by or on behalf of such Indemnitee in respect less than the Proceeds Threshold; provided, however, that Lessee shall be entitled to receive all Insurance Proceeds payable during the last three (3) years of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer Term or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant casualty or damage for which the restoration period is reasonably expected to extend beyond the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Partythen remaining Term). Rather, Any excess Insurance Proceeds remaining after the Indemnifying Party shall make payment in full completion of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party restoration or reconstruction of the entire claim of the Indemnitee for Insurance Proceeds Leased Property and any Capital Additions (or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsevent neither Lessor nor Lessee is required or elects to repair and restore, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of all such Insurance Proceeds) shall be retained by Lessor except as otherwise specifically provided below in this Article XIV. Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all salvage resulting from any risk covered by insurance shall belong to Lessor. Any Insurance Proceeds required to be disbursed by Lessor to Lessee hereunder shall be disbursed substantially in accordance with the terms and provisions of Section 9.5.1 hereof relating to disbursements of funds from any Replacement Reserve, subject to such additional terms or conditions to disbursement with which Lessor may, from time to time, reasonably require Lessee to comply.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 5.2 or Section 4.35.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount of any and all Losses for which indemnification is provided pursuant to this Article V shall be net of any amounts actually received by the Indemnified Party (or the Company, if applicable) under insurance policies in effect at the Closing (other than self insurance, retrospective or similar insurance) with respect to such Losses. In the event that any Indemnifying Party is claim for indemnification asserted under this Article V is, or may be required to provide indemnification to or on behalf be, the subject of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect insurance coverages of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer Company or any other party to this Agreement or other right to indemnification or contribution from any third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence "Third Party Contributor"), each of the foregoing indemnification provisionsCompany and the Indemnified Party agrees to promptly notify the applicable insurance carrier of such claim and tender defense thereof to such carrier, or (ii) relieved and shall also promptly notify any potential Third Party Contributor. Each of the responsibility Company and each Indemnified Party agrees to pay any claims for which it is obligated. If an Indemnitee has received pursue, at the payment required by this Agreement from an Indemnifying Party in respect sole cost and expense of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receiptsuch claims diligently and to reasonably cooperate, a sum equal to at the amount sole cost and expense of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, with each such insurance carrier and Third Party Contributor, and the Indemnitee Indemnified Party agrees to make no claim for indemnification under this Article V for a period of 180 days after such claim for insurance or contribution is made. If insurance coverage or contribution is denied (in whole or in part), or if no resolution of an insurance or contribution claim shall pay each have occurred within such 180 days, the Indemnified Party may proceed for indemnification under this Article V, and such Indemnifying Party, its proportionate share (based on payments received from Party shall be surrogated to the Indemnifying Parties) rights of the Indemnified Party against such Insurance Proceeds)insurance carrier or Third Party Contributor.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 6.2 or Section 4.36.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 5.2 or Section 4.3, 5.3 as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from unaffiliated third parties (and excluding any captive insurance companies of the Indemnitee or its Affiliates or any Taxing Authority) by or on behalf of such Indemnitee in respect of the related LossLoss (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts). The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall will be (i) entitled to a “windfall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an The Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss will use and later receives Insurance Proceeds or other amounts in respect will cause its Affiliates to use commercially reasonable efforts to pursue claims against applicable insurers for coverage of such indemnifiable LossLoss under such policies, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay subject to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Section 6.11.

Insurance Proceeds. The amount If any Losses sustained by a Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall cause such Indemnified Party to use reasonable best efforts to collect such insurance proceeds or indemnity, contribution or similar payments; provided that any Indemnifying in no event shall the Indemnified Party is or may be required to provide indemnification initiate any Litigation to pursue or on behalf of collect such proceeds, indemnity contribution or similar payment. If any Indemnitee pursuant Indemnified Party actually receives such insurance proceeds or indemnity, contribution or similar payments prior to Section 4.2 or Section 4.3being indemnified with respect to such Losses under this Article 8, as applicable, the payment under this Article 8 with respect to such Losses shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf the after-tax amount of such Indemnitee insurance proceeds or indemnity, contribution or similar payments (less reasonable attorneys’ fees and other reasonable out-of-pocket expenses incurred in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against connection with such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligatedrecovery). If an Indemnitee any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party has actually already received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds indemnification under this Article 8 for some or other amounts in respect all of such indemnifiable LossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds pay (or other amounts in trust for the benefit of shall cause to be paid to) the Indemnifying Party the lesser of (or Indemnifying Partiesa) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts receivedindemnity, up to contribution or similar payment (less the costs and expenses incurred in connection with such recovery) and (b) the aggregate amount of any payments received from the paid by Indemnifying Party pursuant to this Agreement in all Indemnified Parties with respect to such Losses. Each party shall use reasonable best efforts to mitigate all Losses for which such party is or may be entitled to indemnification hereunder (and the costs and expenses of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee mitigation shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceedsconstitute Losses).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee Indemnified Party pursuant to Section 4.2 Sections 13.1 or Section 4.313.2, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third unaffiliated third-parties (and excluding any captive insurance companies of the Indemnified Party or its Affiliates) by or on behalf of such Indemnitee Indemnified Party in respect of the related LossClaims (net of any corresponding increase in premium payments or other related increases in insurance expenses of the Indemnified Party). The existence of a claim by an Indemnitee Indemnified Party for monies from an insurer or against a third third-party in respect of any indemnifiable Loss shall Claims will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for Insurance Proceeds or against such third third-party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third third-party shall will be (i) entitled to a “wind-fall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 Sections 1.2, 1.3 or Section 4.31.4, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a “wind-fall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any Indemnifying Party is applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all proceeds payable by reason of any loss or may be damage to the Leased Property, any Capital Additions or any part(s) or portion(s) thereof under any policy of insurance required to provide indemnification to or on behalf be carried hereunder (the “Insurance Proceeds”) in excess of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicableFive Hundred Thousand Dollars ($500,000) per occurrence (the “Proceeds Threshold”), shall be reduced (retroactively paid to Lessor and made available by Lessor to Lessee from time to time for the reasonable costs of reconstruction or prospectivelyrepair, as the case may be, of any damage to or destruction of the Leased Property, any Capital Additions or any part(s) by any or portion(s) thereof. Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to receive Insurance Proceeds or other in amounts actually recovered from third parties by or on behalf of such Indemnitee in respect less than the Proceeds Threshold; provided, however, that Lessor shall be entitled to receive all Insurance Proceeds payable during the last three (3) years of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer Term or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant casualty or damage for which the restoration period is reasonably expected to extend beyond the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Partythen remaining Term. Rather, Any excess Insurance Proceeds remaining after the Indemnifying Party shall make payment in full completion of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party restoration or reconstruction of the entire claim of the Indemnitee for Insurance Proceeds Leased Property and any Capital Additions (or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsevent neither Lessor nor Lessee is required or elects to repair and restore, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of all such Insurance Proceeds) shall be retained by Lessor except as otherwise specifically provided below in this Article XIV. Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all salvage resulting from any risk covered by insurance shall belong to Lessor. Any Insurance Proceeds required to be disbursed by Lessor to Lessee hereunder shall be disbursed substantially in accordance with the terms and provisions of Section 9.5.1 hereof relating to disbursements of funds from any Replacement Reserve, subject to such additional terms or conditions to disbursement with which Lessor may, from time to time, reasonably require Lessee to comply.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Damages for which indemnification is provided under this Section 4.2 or Section 4.3, as applicable, 9 shall be reduced (retroactively or prospectively) by net of any Insurance Proceeds or other amounts proceeds actually recovered from third parties by or on behalf of such Indemnitee the Indemnified Party in respect of such matter (A) under any insurance policies, or under any insurance policies held by Purchaser at or prior to the related Loss. The existence Closing, or (B) from any third party, in each case less any costs and expenses and any premiums incurred by such Indemnified Party or its Affiliates in connection with the pursuit or recovery of a claim by an Indemnitee for monies from an such amounts, including any increase in insurance premiums, retroactive premiums, costs associated with any loss of insurance and replacement thereof or self-insured component of such insurance coverage, and in each case, no right of subrogation shall accrue to any insurer or against a third party in respect of hereunder. If any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined proceeds to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined netted hereunder with respect to be due and owing by it against an assignment such Damages are actually received by the Indemnitee to Indemnified Party after payment by the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against any amounts otherwise required to be paid to an Indemnified Party pursuant to this Section 9 with respect to such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable LossDamages, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Indemnified Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after such receipt, a sum equal to the any amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from that the Indemnifying Party would not have been required to pay pursuant to this Agreement in Section 9 with respect to such Damages had such proceeds been received at the time of such indemnifiable Loss payment. Notwithstanding the fact that the Indemnified Party has recourse against any third party (orother than under insurance policies held by Purchaser prior to Closing covering the action, if there is more than one Indemnifying Partyomission or other fact giving rise to Damages for which indemnification may be sought under this Section 9 and that remain in effect after the Closing), the Indemnitee such Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received not be obligated to pursue such recourse from the Indemnifying Parties) of such Insurance Proceeds)any third party.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 6.1 or Section 4.36.2, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Damages for which indemnification is provided under this Section 4.2 or Section 4.3, as applicable, 11 shall be reduced (retroactively or prospectively) by net of any Insurance Proceeds or other amounts proceeds actually recovered from third parties by or on behalf of such Indemnitee the Indemnified Party in respect of such matter (A) under any insurance policies, or under any insurance policies held by the related Loss. The existence Company at or prior to the Closing, or (B) from any third party, in each case less any costs and expenses and any premiums incurred by such Indemnified Party or its Affiliates in connection with the pursuit or recovery of a claim by an Indemnitee for monies from an such amounts, including any increase in insurance premiums, retroactive premiums, costs associated with any loss of insurance and replacement thereof or self-insured component of such insurance coverage, and in each case, no right of subrogation shall accrue to any insurer or against a third party in respect of hereunder. If any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined proceeds to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined netted hereunder with respect to be due and owing by it against an assignment such Damages are actually received by the Indemnitee to Indemnified Party after payment by the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against any amounts otherwise required to be paid to an Indemnified Party pursuant to this Section 11 with respect to such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable LossDamages, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Indemnified Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after such receipt, a sum equal to the any amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from that the Indemnifying Party would not have been required to pay pursuant to this Agreement in Section 11 with respect to such Damages had such proceeds been received at the time of such indemnifiable Loss payment. Notwithstanding the fact that the Indemnified Party has recourse against any third party (orother than under insurance policies held by the Company prior to Closing covering the action, if there is more than one Indemnifying Partyomission or other fact giving rise to Damages for which indemnification may be sought under this Section 11 and that remain in effect after the Closing), the Indemnitee such Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received not be obligated to pursue such recourse from the Indemnifying Parties) of such Insurance Proceeds)any third party.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 3.1 or Section 4.33.2, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The Notwithstanding anything contained herein to the contrary, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 Claims incurred or Section 4.3, as applicable, suffered by an Indemnified Party shall be reduced calculated after giving effect to (retroactively a) any insurance proceeds actually received by the Indemnified Party (or prospectivelyany of its Affiliates) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of with respect to such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect Claims, net of any indemnifiable Loss shall notcosts or expenses incurred by such Indemnified Party in making the claim for such proceeds, and (b) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third person; provided, however, delay that no Indemnified Party shall have any payment pursuant obligation to the indemnification provisions contained herein and otherwise determined to be due and owing pursue such insurance proceeds or recovery from third persons. If any such proceeds or recoveries are received by an Indemnifying Party. Rather, the Indemnifying Indemnified Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer (or any other third party shall be (iof its Affiliates) entitled with respect to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from Claims after an Indemnifying Party in has made a payment to the Indemnified Party with respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of to such indemnifiable LossClaim, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Indemnified Party (or Indemnifying Partiessuch Affiliate) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal Party the amount of such proceeds or recoveries (up to the amount of the Indemnifying Party’s payment with respect to such Insurance Proceeds or other amounts received, up Claim). As a courtesy to the aggregate amount of any payments received from Indemnifying Party, if requested by the Indemnifying Party pursuant to this Agreement in respect following the delivery of such indemnifiable Loss (or, if there is more than one Indemnifying Partya Notice of Claim, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from Indemnified Party will endeavor to indicate to the Indemnifying Parties) Party whether the Losses set forth in such Notice of Claim are covered under the Indemnified Party’s insurance policies; provided, however, that in no event shall the Indemnified Party have any obligation to pursue recovery under any such Insurance Proceeds)insurance policy; provided, further, however, that in no event shall the failure of the Indemnified Party to provide any such indication as to availability of insurance under any insurance policy or to pursue recovery under any insurance policy affect any rights of the Indemnified Party to indemnification for Losses under this Article 9.

Insurance Proceeds. The amount To the extent that any Indemnifying Party is or may be required to provide indemnification to or on behalf an indemnified party receives insurance proceeds as a result of any Indemnitee pursuant to Section 4.2 or Section 4.3Adverse Consequences, as applicable, the indemnified party shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf pay the amount of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant insurance proceeds to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment indemnifying party promptly after such insurance proceeds are actually received by the Indemnitee to indemnified party less the Indemnifying Party sum of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled any costs incurred in the collection thereof, (ii) any amounts actually paid by the indemnified party as a result of such Adverse Consequences as premiums retroactively assessed under any applicable provisions of insurance policies that cover such Adverse Consequences (in whole or in part) and (iii) the present value of any increases in insurance premiums on account of such Adverse Consequences, in the cases of clauses (ii) and (iii) above as identified by the applicable insurance company as relating to a benefit it would such Adverse Consequences or as otherwise reasonably apparent; provided that (i) the indemnifying party shall not be entitled to receive any such net insurance proceeds in the absence excess of the foregoing indemnification provisionspayment or payments actually received from the indemnifying party by the indemnified party with respect to such Adverse Consequences, or and (ii) relieved of the responsibility indemnifying party shall only be entitled to pay any claims for which it is obligated. If an Indemnitee has received such net insurance proceeds to the payment required by this Agreement from an Indemnifying Party in respect extent of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in actually received from the indemnifying party by the indemnified party with respect of to such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to Adverse Consequences plus the amount of such Insurance Proceeds or other amounts received, up insurance proceeds exceed the amount of such Adverse Consequences to the aggregate amount indemnified party. At the request of the indemnifying party, the indemnified party shall use commercially reasonable efforts to make a claim against its insurance carrier with respect to such Adverse Consequences (but shall not be obligated to take any payments received from other action, including without limitation commencing or threatening a lawsuit) unless the Indemnifying Party pursuant to this Agreement in respect indemnified party reasonably believes that submission of such indemnifiable Loss a claim could cause (or, if there is more than one Indemnifying Party, x) the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) premiums of such Insurance Proceeds)Person’s insurance policy to be materially increased or (y) the insurance carrier to cancel any insurance policy.

Insurance Proceeds. The amount that any Indemnifying Party is of Damages payable by a Seller Indemnitee or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3Purchaser Indemnitee, as applicablethe case may be, shall be (i) reduced by the liquidated portion of any insurance proceeds actually received by Seller Indemnitee or Purchaser Indemnitee with respect to the claim for which indemnification is sought, and (retroactively or prospectivelyii) reduced by any Insurance Proceeds or other amounts actually amounts, when and as, recovered from any third parties parties, by way of indemnification or on behalf otherwise, with respect to the claim for which indemnification is sought, provided that the amount of any such reduction in connection with insurance or third party proceeds will be reduced by the actual and reasonable out of pocket costs to obtain such proceeds incurred by any Person entitled to indemnification by a Seller Indemnitee or Purchaser Indemnitee, as the case may be, under this ARTICLE V. If an indemnification payment is received by a Seller Indemnitee or Purchaser Indemnitee, and such indemnitee later receives insurance proceeds as described in the immediately preceding sentence in respect of the related LossDamages or indemnification payments that were not previously accounted for with respect to such Damages or indemnification payments when made, such indemnitee, shall deliver such net excess insurance and indemnification recoveries described in this Subsection (e). The existence of a claim by an This Subsection (e) notwithstanding, indemnity claims may be submitted and pursued in accordance with this ARTICLE V, and any Seller Indemnitee for monies or Purchase Indemnitee, as the case may be, will be obligated to provide indemnification as required under this ARTICLE V before any available recovery from an insurer insurers or against a third party in respect of any indemnifiable Loss parties has been realized or recovered; provided that such Seller Indemnitee or Purchaser Indemnitee shall notuse commercially reasonable efforts to obtain such available recovery; provided, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party such Seller Indemnitee or Purchaser Indemnitee shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled obligated to receive in initiate any lawsuit or proceeding to obtain such available recovery unless doing so would be commercially reasonable under the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)circumstances.

Insurance Proceeds. The amount that any Indemnifying All Insurance Proceeds in respect of a Property and the right thereto are hereby irrevocably assigned and pledged by each Loan Party is or may be required to provide indemnification to or Agent for the benefit of the Lenders, and Agent on behalf of the Lenders is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; PROVIDED, however, that if no Event of Default shall have occurred and be continuing such Loan Party shall have the right to direct Agent to apply Insurance Proceeds in accordance with Sections 5.13.6. If no Event of Default shall have occurred and be continuing, to the extent not inconsistent with the requirements of Sections 5.13.5 and 5.13.6, such Loan Party shall have the right to direct Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Property which will cost (or may reasonably be expected to cost) less than $1,000,000 to Restore and (2) to pay to such Loan Party all proceeds of any Indemnitee pursuant related business interruption insurance. Each Loan Party agrees to Section 4.2 execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Properties as Agent may reasonably require and shall otherwise cooperate with Agent in obtaining for Agent and the Lenders the benefit of any Insurance Proceeds lawfully or Section 4.3equitably payable in respect of any such Property, subject to the provisos above. If, prior to the receipt by Agent of such Insurance Proceeds, any Property shall have been transferred upon foreclosure of the applicable Mortgage (or by deed in lieu thereof), Agent shall have the right to receive such Insurance Proceeds to the extent (x) such Insurance Proceeds are attributable to a casualty occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by Lender in connection with the collection of such Insurance Proceeds. Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. During the continuance of an Event of Default, Agent is hereby authorized and empowered by each of the Loan Parties to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and each of the Loan Parties hereby irrevocably appoints and constitutes the Agent as such Loan Party's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Property in excess of $1,000,000 without the prior written consent of Agent which shall not be unreasonably withheld, conditioned or delayed. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Property, such Loan Party or Subsidiary shall promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to Agent and each Loan Party covenants that until so paid over to Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of Agent and the Indemnifying Party (or Indemnifying Parties) Lenders 57 and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount To the extent that any Indemnifying Party Indemnification Claim is covered by insurance held by Parent, the Surviving Corporation or may the Indemnitee, or for which Parent, the Surviving Corporation or the Indemnitee is the beneficiary, such Indemnitee shall be required entitled to provide indemnification pursuant to this Section 10 only with respect to the amount of Damages that are in excess of the proceeds actually received by Parent, the Surviving Corporation or on behalf of any such Indemnitee pursuant to Section 4.2 such insurance with respect to the matter for which such Indemnitee was seeking indemnification hereunder (net of any increased or Section 4.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds retrospective premium or other amounts actually recovered from third parties costs or expenses incurred by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies connection with or resulting from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligatedinsurance claim). If an Indemnitee actually receives such insurance proceeds with respect to any Indemnification Claim after such Indemnification Claim has received been fully paid to such Indemnitee out of the payment required Escrow Fund or by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss one or more Non-Dissenting Stockholders, and later receives Insurance Proceeds such Indemnitee submitted a claim for such insurance coverage to the applicable insurance company on or other amounts in respect prior to the Expiration Date, then upon receipt by such Indemnitee of such indemnifiable Lossinsurance proceeds, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay repay to the Indemnifying Party, as promptly as practicable after receipt, a sum Escrow Fund or to the applicable Non-Dissenting Stockholder(s) who paid such Indemnification Claim an amount equal to the lesser of (a) the amount of such Insurance Proceeds Indemnification Claim actually received by such Indemnitee out of the Escrow Fund or other amounts receivedfrom such Non-Dissenting Stockholder(s), up to or (b) the aggregate amount of any payments proceeds actually received from the Indemnifying Party pursuant to this Agreement in respect of by such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).Indemnitee

Insurance Proceeds. The amount that any Indemnifying All Insurance Proceeds in respect of a Property and the right thereto are hereby irrevocably assigned and pledged by each Loan Party is or may be required to provide indemnification to or Lender for the benefit of the Lenders, and Lender on behalf of the Lenders is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; provided, however, that if no Event of Default shall have occurred and be continuing such Loan Party shall have the right to direct Lender to apply Insurance Proceeds in accordance with Sections 5.13.6. If no Event of Default shall have occurred and be continuing, to the extent not inconsistent with the requirements of Sections 5.13.5 and 5.13.6, such Loan Party shall have the right to direct Lender (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Property which will cost (or may reasonably be expected to cost) less than $500,000 to Restore and (2) to pay to such Loan Party all proceeds of any Indemnitee pursuant related business interruption insurance. Each Loan Party agrees to Section 4.2 execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Properties as Lender may reasonably require and shall otherwise cooperate with Lender in obtaining for Lender the benefit of any Insurance Proceeds lawfully or Section 4.3equitably payable in respect of any such Property, subject to the provisos above. If, prior to the receipt by Lender of such Insurance Proceeds, any Property shall have been transferred upon foreclosure of the applicable Mortgage (or by deed in lieu thereof), Lender shall have the right to receive such Insurance Proceeds to the extent (x) such Insurance Proceeds are attributable to a casualty occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by Lender in connection with the collection of such Insurance Proceeds. Lender may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. During the continuance of an Event of Default, Lender is hereby authorized and empowered by each of Royale and Borrower to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and each of Royale and Borrower hereby irrevocably appoints and constitutes Lender as Royale's and Borrower's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Property in excess of $500,000 without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Property, such Loan Party or Subsidiary shall promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to Lender and each Loan Party covenants that until so paid over to Lender, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Lender and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf (i) In the event of any Indemnitee pursuant loss, Borrower will give prompt written notice thereof to Section 4.2 the insurance carrier and Lender. Borrower hereby grants Lender a power of attorney, which power of attorney is coupled with an interest and is irrevocable, to make proof of loss, to adjust and compromise any claim, to commence, appear in and prosecute, in Lender’s or Section 4.3Borrower’s name, as applicableany action relating to any claim, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall notand to collect and receive insurance proceeds; provided, however, delay any payment pursuant that Lender shall have no obligation to the indemnification provisions contained herein do so. If no Event of Default (as that term is hereafter defined) has occurred and otherwise determined to be due and owing by an Indemnifying Party. Ratheris continuing, the Indemnifying Party immediately preceding sentence shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties apply except that no insurer or any other third party Lender shall be (i) entitled to a benefit it would not be entitled to receive act as Borrower’s attorney-in-fact and Borrower shall be entitled to participate jointly with Lender in the absence of the foregoing indemnification provisionsadjusting and compromising any claim, or and appearing in any proceeding. (ii) relieved Except as may otherwise be required by applicable law, Lender shall apply any insurance proceeds received hereunder first to the payment of the responsibility costs and expenses incurred in the collection of the proceeds and shall then apply the balance (the “Net Proceeds”), in its absolute discretion and without regard to pay any claims for which it is obligatedthe adequacy of its security, to: (A) The payment of indebtedness secured hereby, whether then due and payable or not. If an Indemnitee has received Any such application of proceeds to principal on the payment required by this Agreement from an Indemnifying Party in respect Note shall be without the imposition of any indemnifiable Loss and later receives Insurance Proceeds prepayment fee otherwise payable under the Note, but shall not extend or other postpone the due dates of the installment payments under the Note, or change the amounts in respect thereof; or (B) The reimbursement of such indemnifiable LossBorrower, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust under Lender’s prescribed disbursement control procedures, for the benefit cost of restoration or repair of the Indemnifying Party Property. Lender may, at its option, condition the reimbursement on Lender’s approval of the plans and specifications of the reconstruction, contractor’s cost estimates, construction budget and schedule, architects’ certificates, waivers of liens, sworn statements of mechanics and materialmen, and such other evidence of costs, percentage completion of construction, application of payments and satisfaction of liens as Lender may reasonably require. (iii) Notwithstanding the provisions of paragraph 2.3(d)(ii) above, Lender agrees that the Net Proceeds from a loss described in this paragraph 2.3(d) will be made available under clause (ii)(B) above to reimburse Borrower for the cost of restoration or Indemnifying Parties) and shall pay to repair of the Indemnifying PartyProperty, as promptly as practicable after receipt, a sum equal to provided that each of the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there following conditions is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).satisfied: -6-

Insurance Proceeds. The amount To the extent that any Damage is covered by insurance held by any Indemnified Person, or for which any such party is a beneficiary, such Indemnified Person shall be entitled to indemnification pursuant to this ARTICLE X only with respect to the amount of Damages that are in excess of the proceeds received by such Indemnified Person pursuant to such insurance. If such Indemnified Person receives such insurance proceeds prior to the time a claim hereunder is paid, then the amount payable by the Indemnifying Party Person pursuant to such claim shall be reduced by the amount of such insurance proceeds. If such Indemnified Person receives such insurance proceeds after such claim is paid, then upon receipt by such Indemnified Person of any cash proceeds pursuant to such insurance up to the amount of the Damages incurred by such Indemnified Person with respect to such claim, such Indemnified Person shall repay to the applicable Indemnifying Person any portion of such amount which was previously paid to such Indemnified Person in satisfaction of such claim. In addition, any Damages incurred by any Indemnified Person under this ARTICLE X will be reduced by and shall be exclusive of any amounts recovered or recoverable by the Indemnified Person pursuant to any indemnification by, or indemnification agreement with, any third party. If the event that results in such Damages is or may be covered by insurance, then the party holding such insurance shall submit a claim for insurance coverage prior to asserting any claim for indemnification under this ARTICLE X; provided, however, no Indemnified Person shall be required to provide indemnification to or on behalf obtain a waiver of subrogation from the carrier of any Indemnitee pursuant to Section 4.2 or Section 4.3such insurance, as applicable, and no indemnification payment shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee respective carrier shall hold such Insurance Proceeds or other amounts in trust for have the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay right to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)assert subrogation.

Insurance Proceeds. The amount that any Indemnifying All Insurance Proceeds in respect of a Mortgaged Property (other than Insurance Proceeds attributable to insurance required pursuant to Section 6.13(a)(ii) and (iii)) and the right thereto are hereby irrevocably assigned and pledged by each Loan Party is or may be required to provide indemnification to or the Administrative Agent for the benefit of the Lenders, and the Administrative Agent on behalf of the Lenders is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; provided, however, that (x) such assignment and pledge with respect to any Indemnitee pursuant such Mortgaged Property is subject to Section 4.2 any requirements of any Ground Lease affecting such Mortgaged Property, (y) if no Event of Default shall have occurred and be continuing and the Borrower certifies to the Administrative Agent that the Restoration of the affected Property will be commenced within sixty days of the occurrence of the receipt of Insurance Proceeds and will be completed within one year thereafter and not later than June 30, 2004, such Loan Party shall have the right to direct the Administrative Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Mortgaged Property and (2) to pay to such Loan Party all proceeds of any related business interruption insurance. Each Loan Party agrees to execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Mortgaged Properties as the Administrative Agent may reasonably require and shall otherwise cooperate with the Administrative Agent in obtaining for the Administrative Agent and the Lenders the benefit of any Insurance Proceeds lawfully or Section 4.3equitably payable in respect of any such Mortgaged Property, subject to the provisos above. During the continuance of an Event of Default, the Administrative Agent is hereby authorized and empowered by the Borrower to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and the Borrower hereby irrevocably appoints and constitutes the Administrative Agent as the Borrower's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Mortgaged Property in excess of $500,000 without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that this provision shall not restrict the right of the lessor under any applicable Ground Lease (1) to settle, adjust or compromise any claim for Insurance Proceeds to the extent such lessor is granted the power to do so under such Ground Lease or (2) to approve any settlement, adjustment or compromise of any claim for Insurance Proceeds to the extent the approval of such lessor is required under such Ground Lease. Subject to the requirements of any Ground Lease affecting any Mortgaged Property, each insurance company concerned is hereby authorized and directed to make payment of all Insurance Proceeds in respect of each of the Mortgaged Properties payable by it directly to the Administrative Agent. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Mortgaged Property, such Loan Party or Subsidiary shall (subject to the requirements of any Ground Lease affecting such Property) promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to the Administrative Agent and each Loan Party covenants that until so paid over to the Administrative Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Administrative Agent and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount Except in the case of indemnity payments made relating to fraud, willful misconduct, intentional misrepresentation or title-related matters: (a) in the event that a Seller (an "Indemnifying Seller") has previously indemnified the Buyer for any Indemnifying Party is amounts hereunder, which amounts are recovered or may be required to provide indemnification to or on behalf recoverable from insurance proceeds of any Indemnitee pursuant to Section 4.2 or Section 4.3APP Company, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be then: (i) entitled to a benefit it would not be entitled to receive in the absence of Buyer and the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust Company hereby covenant for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay Sellers that, unless they reasonably determine in good faith that it would not be in their best interest to do so in which case they will permit the Indemnifying PartySeller to do so, as promptly as practicable after receiptthey will use reasonable diligence for the purpose of recovering such insurance proceeds; and (ii) if the Buyer or the Company so recovers any such insurance proceeds, a sum equal to the amount of such Insurance Proceeds or other amounts receivedrecovery shall be applied: (A) FIRST, up to the aggregate amount Company or the Buyer to recover (1) the amount, if any, by which the Recoverable Damages related to such indemnified claim exceed the maximum liability of the Indemnifying Seller as provided in Section 8.02(iv), (2) any Damages suffered by the Company which are not Recoverable Damages but which are recoverable from such insurance proceeds in connection with such indemnified claim, (3) any costs, expenses and fees which have been or will be incurred by the Company and the Buyer in connection with such claim, including any attorney's fees, accountant's fees, deductibles related to the applicable insurance policies and the net present value of any increase in insurance premiums, whether on existing insurance, replacement coverage, or both; (B) SECOND, to the Sellers to refund any indemnification payments received from which have been made by a Seller; and (C) THIRD, any excess to the Company and the Buyer. The sum of the amounts referred to under clause "(A)" is referred to herein as the "Buyer's Priority". If the Buyer fails or elects not to pursue any such insurance policies or collateral sources with reasonable diligence, then the Indemnifying Party Sellers shall have the right of subrogation to pursue such insurance policies or collateral sources and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party or parties from whom subrogation is obtained. The Buyer and the Company shall reasonably cooperate with the Sellers to pursue a subrogation claim. Any recovery obtained by the Sellers shall be applied FIRST, to reimburse the Sellers for their out-of-pocket expenses (including reasonable attorney's fees) expended in pursuing such recovery, SECOND, to refund any payments made by a Seller, pursuant to this Agreement in Section 8.02 hereof with respect of such indemnifiable Loss (orto the Damages for which the collateral source was also responsible, if there is more than one Indemnifying Partyand THIRD, any excess to the Indemnitee shall pay each Indemnifying PartyCompany or the Buyer, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)as applicable.

Insurance Proceeds. The amount that any Indemnifying All Insurance Proceeds in respect of a Pool A Property (other than Insurance Proceeds attributable to insurance required pursuant to subsection 6.10A(ii) and (iii)) and the right thereto are hereby irrevocably assigned and pledged by each Loan Party is or may be required to provide indemnification to or the Agent for the benefit of the Lenders, and the Agent on behalf of the Lenders is authorized, at its option, to collect and receive all of the same and to give proper receipts and acquittances therefor; PROVIDED, however, that (x) such assignment and pledge with respect to any Indemnitee pursuant such Pool A Property is subject to Section 4.2 any requirements of any Ground Lease affecting such Pool A Property, (y) if no Event of Default shall have occurred and be continuing such Loan Party shall have the right to direct the Agent to apply Insurance Proceeds in accordance with subsections 6.11E and 6.11F and (z) if no Event of Default shall have occurred and be continuing, to the extent not inconsistent with the requirements of subsections 6.11E and 6.11F, such Loan Party shall have the right to direct the Agent (1) to pay to such Loan Party all Insurance Proceeds with respect to such casualty affecting a Pool A Property which will cost (or Section 4.3may reasonably be expected to cost) less than $500,000 to Restore and (2) to pay to such Loan Party all proceeds of any related business interruption insurance. Each Loan Party agrees to execute and to cause each of its Subsidiaries to execute such further assignments and pledges of any Insurance Proceeds in respect of the Pool A Properties as the Agent may reasonably require and shall otherwise cooperate with the Agent in obtaining for the Agent and the Lenders the benefit of any Insurance Proceeds lawfully or equitably payable in respect of any such Pool A Property, subject to the provisos above. If, prior to the receipt by the Agent of such Insurance Proceeds, any Pool A Property shall have been transferred upon foreclosure of the applicable Mortgage (or by deed in lieu thereof), the Agent shall have the right to receive such Insurance Proceeds to the extent (x) such Insurance Proceeds are attributable to a casualty occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by the Agent in connection with the collection of such Insurance Proceeds. The Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. During the continuance of an Event of Default, the Agent is hereby authorized and empowered by each of CapStar and the Borrower to settle, adjust or compromise any claims for damage, destruction or loss thereunder, with or without the consent of any Loan Party or any of its Subsidiaries (and each of CapStar and the Borrower hereby irrevocably appoints and constitutes the Agent as CapStar's and the Borrower's lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Insurance Proceeds in respect of any Pool A Property in excess of $500,000 without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed; PROVIDED, HOWEVER, that this provision shall not restrict the right of the lessor under any applicable Ground Lease (1) to settle, adjust or compromise any claim for Insurance Proceeds to the extent such lessor is granted the power to do so under such Ground Lease or (2) to approve any settlement, adjustment or compromise of any claim for Insurance Proceeds to the extent the approval of such lessor is required under such Ground Lease. Subject to the requirements of any Ground Lease affecting any Pool A Property, each insurance company concerned is hereby authorized and directed to make payment of all Insurance Proceeds in respect of each of the Pool A Properties payable by it directly to the Agent. If any Loan Party or any of its Subsidiaries receives any Insurance Proceeds resulting from such casualty in respect of any Pool A Property, such Loan Party or Subsidiary shall (subject to the requirements of any Ground Lease affecting such Property) promptly endorse and transfer, or cause such Subsidiary to endorse and transfer, such excess Insurance Proceeds to the Agent and each Loan Party covenants that until so paid over to the Agent, such Loan Party or such Subsidiary, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Agent and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of not commingle such Insurance Proceeds with any other funds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect assets of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Loan Party or Subsidiary or any other Person.

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 or Section 4.3, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third unaffiliated third-parties (and excluding any captive insurance companies of the Indemnified Party or its Affiliates) by or on behalf of such Indemnitee in respect of the related LossLoss (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts). The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall will be (i) entitled to a “windfall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 4.2 5.2 or Section 4.35.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an a third-party insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no third-party insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Insurance Proceeds. The amount If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall cause such Indemnified Party to use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments; provided, that any Indemnifying in no event shall the Indemnified Party is or may be required to provide indemnification initiate any Action to pursue or on behalf of collect such proceeds, indemnity contribution or similar payment. If any Indemnitee pursuant Indemnified Party actually receives such insurance proceeds or indemnity, contribution or similar payments prior to Section 4.2 or Section 4.3being indemnified with respect to such Losses under this Article 7, as applicablethe payment under this Article 7, with respect to such Losses shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf after-tax the amount of such Indemnitee insurance proceeds or indemnity, contribution or similar payments (less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in respect of the related Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against connection with such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligatedrecovery). If an Indemnitee any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party has actually already received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable Loss and later receives Insurance Proceeds indemnification under this Article 7, for some or other amounts in respect all of such indemnifiable LossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds pay (or other amounts in trust for the benefit of shall cause to be paid to) the Indemnifying Party the lesser of (or Indemnifying Partiesa) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts receivedindemnity, up to contribution or similar payment (less the costs and expenses incurred in connection with such recovery) and (b) the aggregate amount of any payments received from the paid by Indemnifying Party pursuant to this Agreement in all Indemnified Parties with respect to such Losses. Each party shall use commercially reasonable efforts to mitigate all Losses for which such party is or may be entitled to indemnification hereunder (and the costs and expenses of such indemnifiable Loss (ormitigation shall constitute Losses); provided, if there is more than one Indemnifying Partythat this sentence shall not apply to any Losses incurred as a result of, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)in connection with or relating to any Pre-Closing Tax Period.