THEREOF (OR, IF SUCH TERMINATION COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, WITHIN SIXTY (60) DAYS
THEREOF));
(F)
AFTER TAKING INTO CONSIDERATION THE
AVAILABILITY OF SUCH INSURANCE PROCEEDS OR CONDEMNATION PROCEEDS, AS APPLICABLE,
AND BUSINESS INTERRUPTION INSURANCE PROCEEDS AND ANY ADDITIONAL DOCUMENTED
VOLUNTARY EQUITY CONTRIBUTIONS FOR THE PURPOSE OF COVERING SUCH COSTS, THERE
WILL BE ADEQUATE AMOUNTS AVAILABLE TO PAY ALL ONGOING EXPENSES INCLUDING DEBT
SERVICE DURING THE PERIOD OF REPAIR OR RESTORATION;
(G)
CONSTRUCTION CONTRACTORS AND VENDORS OF
RECOGNIZED SKILL, REPUTATION AND CREDITWORTHINESS AND REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT HAVE EXECUTED RECONSTRUCTION CONTRACTS, PURCHASE ORDERS
OR SIMILAR ARRANGEMENTS FOR THE REPAIR, REBUILDING OR RESTORATION ON TERMS AND
CONDITIONS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT; AND
(H)
A CONFIRMATION BY THE INDEPENDENT ENGINEER OF
ITS AGREEMENT WITH THE MATTERS SET FORTH IN SECTION 8.09(D)(I)(A)-(G) AND ITS
APPROVAL OF SUCH RESTORATION OR REPLACEMENT PLAN; OR
(II)
IF (A) THE BORROWER DOES NOT DELIVER SUCH
RESTORATION OR REPLACEMENT PLAN AND THE ACCOMPANYING DELIVERIES REFERRED TO IN
SECTION 8.09(D)(I) WITHIN SUCH SIXTY (60) DAY PERIOD OR (B) AFTER THE COMPLETION
OF SUCH RESTORATION OR REPLACEMENT PLAN, THERE ARE EXCESS INSURANCE PROCEEDS OR
CONDEMNATION PROCEEDS, AS THE CASE
100
MAY BE, ON DEPOSIT IN OR STANDING TO THE CREDIT OF THE INSURANCE AND
CONDEMNATION PROCEEDS ACCOUNT, THE ACCOUNTS BANK SHALL ON THE NEXT SUCCEEDING
QUARTERLY PAYMENT DATE THEREAFTER, UPON THE WRITTEN INSTRUCTION OF THE BORROWER
OR THE ADMINISTRATIVE AGENT, TRANSFER TO THE ADMINISTRATIVE AGENT, FOR THE
ACCOUNT OF THE LENDERS, AN AMOUNT EQUAL TO SUCH INSURANCE PROCEEDS OR
CONDEMNATION PROCEEDS, AS THE CASE MAY BE, FOR MANDATORY PREPAYMENT OF THE LOANS
IN ACCORDANCE WITH SECTION 3.10 (MANDATORY PREPAYMENTS).
(E)
ANY INSURANCE PROCEEDS OR
CONDEMNATION PROCEEDS DEPOSITED INTO THE INSURANCE AND CONDEMNATION PROCEEDS
ACCOUNT IN AMOUNTS GREATER THAN TWO MILLION FIVE-HUNDRED THOUSAND DOLLARS
($2,500,000) ARISING FROM ANY ONE CLAIM OR ANY SERIES OF CLAIMS RELATING TO THE
SAME OCCURRENCE SHALL BE APPLIED, AT THE WRITTEN INSTRUCTION OF THE
ADMINISTRATIVE AGENT, TO PREPAY THE LOANS OR FOR REPAIR OR REPLACEMENT OF
DAMAGED ASSETS, AS DETERMINED BY THE REQUIRED LENDERS IN THEIR SOLE DISCRETION.
SECTION 8.10
EXTRAORDINARY PROCEEDS ACCOUNT.
(A) THE BORROWER SHALL CAUSE (I) ALL PROCEEDS OF ASSET DISPOSALS (OTHER THAN
PROCEEDS FROM THE SALE OF PRODUCTS) THAT WILL NOT BE USED FOR REPLACEMENT IN
ACCORDANCE WITH SECTION 7.02(F)(I) (NEGATIVE COVENANTS - ASSET DISPOSITIONS) AND
(II) ALL PROJECT DOCUMENT TERMINATION PAYMENTS TO BE DEPOSITED INTO THE
EXTRAORDINARY PROCEEDS ACCOUNT.
(B)
IF AT ANY TIME PROCEEDS OF AN ASSET
DISPOSAL ARE DEPOSITED INTO THE EXTRAORDINARY PROCEEDS ACCOUNT, THEN ON ANY
QUARTERLY PAYMENT DATE:
(I)
IF SUCH PROCEEDS ARE IN AN AMOUNT IN THE
AGGREGATE OF LESS THAN ONE MILLION DOLLARS ($1,000,000) (TAKEN TOGETHER WITH ANY
OTHER PROCEEDS OF ASSET DISPOSALS DEPOSITED IN THE EXTRAORDINARY PROCEEDS
ACCOUNT DURING THE THEN-CURRENT FISCAL YEAR) THE BORROWER MAY SUBMIT AN
EXTRAORDINARY PROCEEDS RELEASE NOTICE TO THE ACCOUNTS BANK, CERTIFIED BY AN
AUTHORIZED OFFICER OF THE BORROWER, DIRECTING THE TRANSFER OF SUCH FUNDS TO THE