IF AND TO THE EXTENT THAT BORROWER IS MAINTAINING THE
INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO THIS SECTION 3.1 BY BLANKET
INSURANCE POLICIES SATISFYING THE REQUIREMENTS OF SECTION 3.1(5) OR (Y) PROVIDED
THAT NO EVENT OF DEFAULT THEN EXISTS, IF BORROWER SHALL DEPOSIT WITH
ADMINISTRATIVE AGENT, WITHIN TEN (10) BUSINESS DAYS AFTER A CASH MANAGEMENT
COMMENCEMENT DATE, EITHER (I) CASH OR A QUALIFIED LETTER OF CREDIT IN AN AMOUNT
EQUAL TO TWELVE TIMES THE MONTHLY INSURANCE PREMIUM DEPOSIT, AS REASONABLY
DETERMINED BY ADMINISTRATIVE AGENT, OR (II) A QUALIFIED GUARANTY PURSUANT TO
WHICH THE GUARANTOR THEREUNDER SHALL AGREE TO DEPOSIT INTO THE INSURANCE PREMIUM
SUBACCOUNT ON OR BEFORE THE DATE WHICH IS TEN (10) BUSINESS DAYS BEFORE THE DUE
DATE FOR THE PAYMENT OF ANY INSURANCE PREMIUM THE AMOUNT THAT WOULD HAVE BEEN
HELD ON DEPOSIT IN THE INSURANCE PREMIUM SUBACCOUNT AT SUCH TIME BUT FOR THE
PROVISIONS OF THIS SECTION 3.1(9).
ANY CASH OR QUALIFIED LETTER OF CREDIT
DEPOSITED WITH ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION SHALL CONSTITUTE
ADDITIONAL COLLATERAL FOR THE INDEBTEDNESS, AND ADMINISTRATIVE AGENT SHALL HAVE
THE RIGHT AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT TO APPLY THE SAME (X) TO DISCHARGE THE OBLIGATIONS UNDER THIS
SECTION 3.1 WHEN THEY BECOME DUE AND/OR (Y) TO THE PAYMENT OF THE INDEBTEDNESS
IN THE ORDER AND AMOUNTS PROVIDED FOR IN SECTION 11.4.
ANY COLLATERAL HELD BY
ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION AT THE TIME OF PAYMENT IN FULL OF
THE INDEBTEDNESS SHALL BE PROMPTLY RETURNED TO BORROWER AFTER THE INDEBTEDNESS
HAS BEEN PAID IN FULL.
SECTION 3.2
USE AND APPLICATION OF NET PROCEEDS.
The following provisions shall apply in connection with the Restoration of the
Project:
(1)
IF THE NET PROCEEDS SHALL BE LESS THAN THE THRESHOLD AMOUNT
AND THE COSTS OF COMPLETING THE RESTORATION SHALL BE LESS THAN THRESHOLD AMOUNT,
THE NET PROCEEDS WILL BE DISBURSED BY ADMINISTRATIVE AGENT TO BORROWER UPON
RECEIPT, PROVIDED THAT (A) NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
AND (B) BORROWER DELIVERS TO ADMINISTRATIVE AGENT A WRITTEN UNDERTAKING TO
EXPEDITIOUSLY COMMENCE AND TO SATISFACTORILY COMPLETE WITH DUE DILIGENCE THE
RESTORATION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(2)
IF THE NET PROCEEDS ARE EQUAL TO OR GREATER THAN THRESHOLD
AMOUNT OR THE COSTS OF COMPLETING THE RESTORATION ARE EQUAL TO OR GREATER THAN
THRESHOLD AMOUNT, ADMINISTRATIVE AGENT SHALL MAKE THE NET PROCEEDS AVAILABLE FOR
THE RESTORATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.2(2).
THE
TERM "NET PROCEEDS" SHALL MEAN:
(I) THE NET AMOUNT OF ALL INSURANCE PROCEEDS
RECEIVED BY ADMINISTRATIVE AGENT PURSUANT TO SECTION 3.1(1)(D), (F) AND (H) AS A
RESULT OF SUCH DAMAGE OR DESTRUCTION, AFTER DEDUCTION OF ITS REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE
COUNSEL FEES), IF ANY, IN COLLECTING SAME ("INSURANCE PROCEEDS"), OR (II) THE
NET AMOUNT OF THE AWARD, AFTER DEDUCTION OF ITS REASONABLE COSTS AND EXPENSES
50
(INCLUDING, BUT NOT LIMITED TO, REASONABLE COUNSEL FEES), IF ANY, IN