to exercising its
option to extend the Maturity Date to the Second Extended Maturity Date
(including, without limitation, the requirement that the Debt Service Coverage
Ratio shall be equal to or greater than 1.30:1).
All calculations to be made
under this Section shall be made by Administrative Agent reasonably and in good
faith and shall be conclusive and binding on Borrower so long as the same are
made in accordance with the terms of this Agreement.
SECTION 2.16
USE OF PROCEEDS.
Borrower shall use the proceeds of the Loans (i) to refinance the existing
indebtedness of Borrower secured by the Project, (ii) to pay costs and expenses
incurred in connection with the closing of the Loans and (iii) for working
capital and distributions to Borrower and its parent entities.
SECTION 2.17
ADMINISTRATIVE AGENT FEE.
Borrower shall pay to Administrative Agent, for its own account, on the Closing
Date and thereafter during the term of the Loans an annual administrative agent
fee in accordance with the terms of the Fee Letters.
ARTICLE 3
INSURANCE AND CONDEMNATION
SECTION 3.1
INSURANCE.
(1)
BORROWER SHALL OBTAIN AND MAINTAIN, OR CAUSE TO BE MAINTAINED,
POLICIES FOR BORROWER AND THE PROJECT PROVIDING AT LEAST THE FOLLOWING
COVERAGES:
45
(A)
COMMERCIAL GENERAL LIABILITY INSURANCE WITH LIMITS OF NOT
LESS THAN $1,000,000 PER OCCURRENCE FOR BODILY INJURY INCLUDING DEATH, PERSONAL
INJURY AND PROPERTY DAMAGE AND $2,000,000 IN THE AGGREGATE FOR THE POLICY PERIOD
(WHICH INSURANCE SHALL PROVIDE THAT DEFENSE COSTS ARE IN ADDITION TO POLICY
LIMITS), (WITH DEDUCTIBLES REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT), AND
EXTENDED TO COVER:
(A) CONTRACTUAL LIABILITY AS PROVIDED IN THE STANDARD
INSURANCE SERVICE OFFICE (ISO) POLICY FORM OR ITS EQUIVALENT WITH NO EXCLUSIONS
OR LIMITATIONS TO CONTRACTUAL LIABILITY, (B) PRODUCTS & COMPLETED OPERATIONS
COVERAGE, SUCH COVERAGE TO APPLY FOR TWO YEARS FOLLOWING COMPLETION OF
CONSTRUCTION, (C) WAIVER OF SUBROGATION AGAINST ALL PARTIES NAMED ADDITIONAL
INSURED, (D) SEVERABILITY OF INTEREST PROVISION, AND (E) PERSONAL INJURY &
ADVERTISERS LIABILITY;
(B)
AUTOMOBILE LIABILITY INCLUDING COVERAGE ON OWNED, HIRED, AND
NON-OWNED AUTOMOBILES AND OTHER VEHICLES, IF USED IN CONNECTION WITH THE
PERFORMANCE OF THE WORK, WITH BODILY INJURY AND PROPERTY DAMAGE LIMITS OF NOT
LESS THAN $1,000,000 PER ACCIDENT COMBINED SINGLE LIMIT, WITH A WAIVER OF
SUBROGATION AGAINST ALL PARTIES NAMED AS ADDITIONAL INSURED;
(C)
UMBRELLA/EXCESS LIABILITY IN EXCESS OF COMMERCIAL GENERAL
LIABILITY, AUTOMOBILE LIABILITY AND EMPLOYERS' LIABILITY COVERAGES WHICH IS AT
LEAST AS BROAD AS THESE UNDERLYING POLICIES WITH A LIMIT OF LIABILITY OF
$50,000,000; PROVIDED, HOWEVER, THAT IF AGGREGATE LIMITS ARE SHARED WITH OTHER
LOCATIONS, THE AMOUNT OF SUCH INSURANCE TO BE PROVIDED SHALL BE NOT LESS THAN
$100,000,000, WITH NOT LESS THAN $25,000,000 OF SUCH AMOUNT REASONABLY ALLOCABLE
TO THE PROJECT;
(D)
ALL-RISK PROPERTY (SPECIAL CAUSE OF LOSS) INSURANCE,
INCLUDING, WITHOUT LIMITATION, COVERAGE FOR LOSS OR DAMAGE TO THE PROPERTY AND
IMPROVEMENTS BY FIRE AND OTHER PERILS INCLUDING WINDSTORM, EARTHQUAKE/EARTH
MOVEMENT AND MALICIOUS MISCHIEF, BUILDING ORDINANCE EXTENSION ENDORSEMENT
(INCLUDING COST OF DEMOLITION, INCREASED COSTS OF CONSTRUCTION AND THE VALUE OF
THE UNDAMAGED PORTION OF