TO THE APPLICABLE PROPERTY HAS BEEN REPAIRED, THE CONTINUED LOSS OF
INCOME WILL BE INSURED UNTIL SUCH INCOME EITHER RETURNS TO THE SAME LEVEL IT WAS
AT PRIOR TO THE LOSS, OR THE EXPIRATION OF SIX (6) MONTHS FROM THE DATE THAT
SUCH PROPERTY IS REPAIRED OR REPLACED AND OPERATIONS ARE RESUMED, WHICHEVER
FIRST OCCURS, AND NOTWITHSTANDING THAT THE POLICY MAY EXPIRE PRIOR TO THE END OF
SUCH PERIOD; AND (D) IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE
PROJECTED GROSS INCOME FROM OPERATIONS FROM EACH PROPERTY FOR A PERIOD OF
EIGHTEEN (18) MONTHS FROM THE DATE OF SUCH CASUALTY (ASSUMING SUCH CASUALTY HAD
NOT OCCURRED) AND NOTWITHSTANDING THAT THE POLICY MAY EXPIRE PRIOR TO THE END OF
SUCH PERIOD.
THE AMOUNT OF SUCH BUSINESS INCOME INSURANCE SHALL BE DETERMINED
PRIOR TO THE DATE HEREOF AND AT LEAST ONCE EACH YEAR THEREAFTER BASED ON
BORROWERS' REASONABLE ESTIMATE OF THE GROSS INCOME FROM OPERATIONS FROM EACH
PROPERTY FOR THE SUCCEEDING EIGHTEEN (18) MONTH PERIOD.
PROVIDED THAT (Y) NO
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AND (Z) LENDER HAS NOT
ELECTED (TO THE EXTENT LENDER HAS THE RIGHT TO SO ELECT UNDER SECTION 6.4
HEREOF) TO APPLY THE NET PROCEEDS ARISING FROM THE CASUALTY GIVING RISE TO
INSURANCE PROCEEDS UNDER THIS SECTION 6.1(A)(III) TO THE OBLIGATIONS IN
ACCORDANCE WITH SECTION 6.4 HEREOF, ALL PROCEEDS PAYABLE TO LENDER UNDER THIS
SECTION 6.1(A)(III) SHALL BE DEPOSITED IN THE CASH MANAGEMENT ACCOUNT AND
APPLIED IN THE MANNER SET FORTH IN SECTION 2.6.2(B) OR 2.6.2(C) HEREOF, AS
APPLICABLE, IT BEING EXPRESSLY ACKNOWLEDGED AND AGREED BY BORROWERS THAT IN THE
EVENT THAT THE CIRCUMSTANCES IN THE FOREGOING CLAUSE (Y) AND/OR (Z) HAVE
OCCURRED (AND, IN THE CASE OF THE FOREGOING CLAUSE (Y), ARE CONTINUING), LENDER
SHALL APPLY ALL PROCEEDS PAYABLE TO LENDER UNDER THIS SECTION 6.1(A)(III) TO THE
OBLIGATIONS IN SUCH ORDER, AMOUNTS AND PRIORITY AS LENDER SHALL ELECT IN ITS
SOLE DISCRETION.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN CONTAINED SHALL
BE DEEMED TO RELIEVE BORROWERS OF THEIR OBLIGATIONS TO PAY THE OBLIGATIONS
SECURED BY THE LOAN DOCUMENTS ON THE RESPECTIVE DATES OF PAYMENT PROVIDED FOR IN
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EXCEPT TO THE EXTENT SUCH AMOUNTS
ARE ACTUALLY PAID OUT OF THE PROCEEDS OF SUCH BUSINESS INCOME INSURANCE;
(IV)
AT ALL TIMES DURING WHICH STRUCTURAL
CONSTRUCTION, REPAIRS OR ALTERATIONS ARE BEING MADE WITH RESPECT TO THE
IMPROVEMENTS ON THE APPLICABLE
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PROPERTY, INCLUDING, WITHOUT LIMITATION, CONSTRUCTION OF THE INITIAL RENOVATIONS
AND/OR THE PROJECT, AND ONLY IF THE PROPERTY COVERAGE FORM DOES NOT OTHERWISE
APPLY, (A) CONTRACTOR'S LIABILITY INSURANCE COVERING CLAIMS NOT COVERED BY OR
UNDER THE TERMS OR PROVISIONS OF THE ABOVE MENTIONED COMMERCIAL GENERAL
LIABILITY INSURANCE POLICY; AND (B) THE INSURANCE PROVIDED FOR IN SUBSECTION (I)
ABOVE WRITTEN IN A SO-CALLED BUILDER'S RISK COMPLETED VALUE FORM (1) ON A
NON-REPORTING BASIS, (2) AGAINST ALL RISKS INSURED AGAINST PURSUANT TO
SUBSECTION (I) ABOVE, (3) INCLUDING PERMISSION TO OCCUPY SUCH PROPERTY, AND (4)
WITH AN AGREED AMOUNT ENDORSEMENT