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with MBI shall be sufficient to restore the Project in accordance with plans and specifications <br /> approved by MBI and Borrower, free and clear of all liens except any Permitted Encumbrances; <br /> (g) MBI shall not be deemed a fiduciary, and shall have no obligation to restore or <br /> repair the Project; <br /> (h) The disbursement of all proceeds shall be done in accordance with terms, <br /> conditions, plans and procedures set forth in this Agreement for the disbursement of Loan <br /> proceeds. <br /> (i) MBI is reimbursed from each such advance for (i) all costs incurred by MBI in <br /> connection with the collection or handling of such funds (including but not limited to reasonable <br /> attorney's fees incurred by MBI in collecting or handling such funds or obtaining a settlement of <br /> an insurance claim) and(ii)all costs and expenses incurred by MBI in connection with advancing <br /> such insurance proceeds for the restoration or rebuilding of the Project, including without <br /> limitation any inspection fees, engineer review fees,title insurance update fees and survey fees; <br /> (j) The insurance companies providing coverage for the Project do not deny any <br /> liability for the payment of the claims and all insurance proceeds payable in connection with such <br /> claims have been paid to MBI. <br /> (k) Notwithstanding the forgoing, subject to the HUD Mortgage, if the total net <br /> casualty insurance proceeds payable with respect to a particular casualty are Twenty-Five <br /> Thousand Dollars ($25,000.00) or less, then Borrower shall be entitled to retain such proceeds <br /> provided(at the time of the casualty and/or the payment of proceeds) there is no default or event <br /> which with the giving of notice or lapse of time would constitute an Event of Default under this <br /> Agreement and Borrower applies such proceeds to restoring the Project. MBI at its option may <br /> waive any requirement set forth herein for the advancement of insurance proceeds. <br /> Section 20.2 Eminent Domain. Subject to the HUD Mortgage, all awards made by any public <br /> or quasi-public authority for damages to the Project by virtue of an exercise of the right of eminent <br /> domain by such authority, including any award for a taking of title, possession or right of access to a <br /> public way, or for any change of grade of streets affecting the Project, are hereby assigned to MBI and <br /> MBI, at its option, is hereby authorized, directed and empowered to collect and receive the proceeds of <br /> any such award to the extent of the indebtedness secured by the Loan Documents from the appropriate <br /> governmental authority. Subject to the HUD Mortgage, such award shall be used in any one or more of <br /> the following ways, at the option of MBI: (i) applied upon the indebtedness secured hereby or payable <br /> hereunder, whether or not such indebtedness is then due and payable, or(ii) applied to replace or restore <br /> the Project to a condition satisfactory to MBI. Upon the occurrence of an Event of Default hereunder and <br /> subject to the HUD Mortgage, MBI is authorized, at its option,to appear in and prosecute in its own name <br /> any action or proceeding or,with consent and joinder of Borrower,to make any compromise or settlement <br /> in connection with such taking or damage. Subject to the HUD Mortgage, Borrower will, upon request <br /> by MBI, execute and deliver any and all assignments and other instruments sufficient for the purpose of <br /> assigning, upon the occurrence of an Event of Default hereunder, all proceeds from such awards to MBI <br /> free and clear and discharged of any and all encumbrances or claims of any kind or nature whatsoever. <br /> Subject to the HUD Mortgage,Borrower transfers and grants a security interest,within the meaning of the <br /> Uniform Commercial Code as adopted in Indiana, to MBI in and to all monies at any time held by MBI <br /> pursuant to this paragraph and such monies and all of Borrower's right, title and interest therein are <br /> hereby assigned to MBI, all as additional security for the indebtedness secured hereby. All condemnation <br /> proceeds applied toward the indebtedness secured hereby shall be applied without the imposition of a <br /> prepayment penalty or premium. <br /> Page 70 <br />