BE, WILL
BE COVERED OUT OF (1) THE NET PROCEEDS, (2) THE INSURANCE COVERAGE REFERRED TO
IN SECTION 6.1(A)(II) HEREOF, IF APPLICABLE, OR (3) BY OTHER FUNDS OF BORROWER;
(F)
LENDER SHALL BE SATISFIED THAT THE
RESTORATION WILL BE COMPLETED ON OR BEFORE THE EARLIEST TO OCCUR OF (1) SIX (6)
MONTHS PRIOR TO THE MATURITY DATE, (2) THE EARLIEST DATE REQUIRED FOR SUCH
COMPLETION UNDER THE TERMS OF ANY LEASES, (3) SUCH TIME AS MAY BE REQUIRED UNDER
ALL APPLICABLE LEGAL REQUIREMENTS IN ORDER TO REPAIR AND RESTORE THE PROPERTY TO
THE CONDITION IT WAS IN IMMEDIATELY PRIOR TO SUCH CASUALTY OR TO AS NEARLY AS
POSSIBLE THE CONDITION IT WAS IN IMMEDIATELY PRIOR TO SUCH CONDEMNATION, AS
APPLICABLE, OR (4) THE EXPIRATION OF THE INSURANCE COVERAGE REFERRED TO IN
SECTION 6.1(A)(II) HEREOF;
(G)
THE PROPERTY AND THE USE THEREOF AFTER THE
RESTORATION WILL BE IN COMPLIANCE WITH AND PERMITTED UNDER ALL APPLICABLE LEGAL
REQUIREMENTS;
(H)
THE RESTORATION SHALL BE DONE AND COMPLETED BY
BORROWER IN AN EXPEDITIOUS AND DILIGENT FASHION AND IN COMPLIANCE WITH ALL
APPLICABLE LEGAL REQUIREMENTS;
(I)
SUCH CASUALTY OR CONDEMNATION, AS
APPLICABLE, DOES NOT RESULT IN THE LOSS OF ACCESS TO THE PROPERTY OR THE
IMPROVEMENTS;
(J)
BORROWER SHALL DELIVER, OR CAUSE TO BE
DELIVERED, TO LENDER A SIGNED DETAILED BUDGET APPROVED IN WRITING BY BORROWER'S
ARCHITECT OR ENGINEER STATING THE ENTIRE COST OF COMPLETING THE RESTORATION,
WHICH BUDGET SHALL BE APPROVED BY LENDER, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD; AND
(K)
THE NET PROCEEDS TOGETHER WITH ANY CASH OR
CASH EQUIVALENT DEPOSITED BY BORROWER WITH LENDER ARE SUFFICIENT IN LENDER'S
DISCRETION TO COVER THE COST OF THE RESTORATION.
63
(II)
THE NET PROCEEDS SHALL BE HELD BY LENDER IN AN
INTEREST-BEARING ACCOUNT AND, UNTIL DISBURSED IN ACCORDANCE WITH THE PROVISIONS
OF THIS SECTION 6.4(B), SHALL CONSTITUTE ADDITIONAL SECURITY FOR THE DEBT AND
OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS.
THE NET PROCEEDS SHALL BE DISBURSED
BY LENDER TO, OR AS DIRECTED BY, BORROWER FROM TIME TO TIME DURING THE COURSE OF
THE RESTORATION, UPON RECEIPT OF EVIDENCE SATISFACTORY TO LENDER THAT (A) ALL
MATERIALS INSTALLED AND WORK AND LABOR PERFORMED (EXCEPT TO THE EXTENT THAT THEY
ARE TO BE PAID FOR OUT OF THE REQUESTED DISBURSEMENT) IN CONNECTION WITH THE
RESTORATION HAVE BEEN PAID FOR IN FULL OR WILL BE PAID IN FULL UPON SUCH
DISBURSEMENT, AND (B) THERE EXIST NO NOTICES OF PENDENCY, STOP ORDERS,
MECHANIC'S OR MATERIALMAN'S LIENS OR NOTICES OF INTENTION TO FILE SAME, OR ANY
OTHER LIENS OR ENCUMBRANCES OF ANY NATURE WHATSOEVER ON THE PROPERTY WHICH HAVE
NOT EITHER BEEN FULLY BONDED TO THE SATISFACTION OF LENDER AND DISCHARGED OF
RECORD OR IN THE ALTERNATIVE FULLY INSURED TO THE SATISFACTION OF LENDER BY THE
TITLE COMPANY ISSUING THE TITLE INSURANCE POLICY.
(III)
ALL PLANS AND SPECIFICATIONS REQUIRED IN CONNECTION
WITH THE RESTORATION, THE COST OF WHICH EXCEEDS THE RELEVANT RESTORATION
THRESHOLD, SHALL BE SUBJECT TO PRIOR REVIEW AND ACCEPTANCE IN ALL RESPECTS BY
LENDER AND BY AN INDEPENDENT