OBLIGATIONS
AND LIABILITIES UNDER ITS CONTRACTUAL OBLIGATIONS AND (III) ALL LAWFUL CLAIMS
THAT, IF UNPAID, WOULD BY LAW BECOME A LIEN UPON ITS PROPERTIES (OTHER THAN
PERMITTED LIENS), UNLESS THE SAME ARE SUBJECT TO A CONTEST.
(F)
GOVERNMENTAL APPROVALS. THE
BORROWER SHALL MAINTAIN IN FULL FORCE AND EFFECT, IN THE NAME OF THE BORROWER,
ALL NECESSARY PROJECT APPROVALS AND
60
OBTAIN ALL DEFERRED APPROVALS, ALL OF WHICH SHALL BE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT PRIOR TO THE TIME IT IS REQUIRED TO BE OBTAINED
HEREUNDER, INCLUDING AS SET FORTH ON PART B OF SCHEDULE 5.03, BUT IN ANY EVENT
NO LATER THAN THE DATE REQUIRED TO BE OBTAINED UNDER APPLICABLE LAW.
(G)
USE OF PROCEEDS AND CASH FLOW.
(I)
ALL PROCEEDS OF THE CONSTRUCTION LOANS SHALL BE
APPLIED TO PAY PROJECT COSTS. ALL LOAN PROCEEDS SHALL BE APPLIED IN ACCORDANCE
WITH THE FUNDING NOTICE PURSUANT TO WHICH SUCH LOANS WERE FUNDED.
(II)
ALL PROCEEDS OF THE TERM LOANS SHALL BE APPLIED TO
REPAY THE CONSTRUCTION LOANS.
(III)
ALL PROCEEDS OF THE WORKING CAPITAL LOANS (OTHER
THAN THOSE RESULTING FROM A DRAW ON A LETTER OF CREDIT) SHALL BE APPLIED TO PAY
WORKING CAPITAL EXPENSES.
(IV)
ALL PROCEEDS OF THE REQUIRED EQUITY CONTRIBUTIONS
SHALL BE APPLIED TO PAY PROJECT COSTS.
(V)
THE BORROWER SHALL CAUSE ALL CASH FLOW, INSURANCE
PROCEEDS AND CONDEMNATION PROCEEDS TO BE APPLIED IN ACCORDANCE WITH ARTICLE VIII
(PROJECT ACCOUNTS).
(H)
INSURANCE. WITHOUT COST TO ANY
SENIOR SECURED PARTY, THE BORROWER SHALL AT ALL TIMES OBTAIN AND MAINTAIN, OR
CAUSE TO BE OBTAINED AND MAINTAINED, THE TYPES AND AMOUNTS OF INSURANCE LISTED
AND DESCRIBED ON SCHEDULE 7.01(H), IN ACCORDANCE WITH THE TERMS AND PROVISIONS
SET FORTH THEREIN FOR THE PROJECT AND THE BORROWER, AND SHALL OBTAIN AND
MAINTAIN SUCH OTHER INSURANCE AS MAY BE REQUIRED PURSUANT TO THE TERMS OF ANY
TRANSACTION DOCUMENT. THE LENDERS SHALL BE ADDITIONAL NAMED INSUREDS ON ALL
POLICIES EXCEPT WORKERS COMPENSATION/EMPLOYERS LIABILITY POLICIES, AND THE
ADMINISTRATIVE AGENT SHALL BE THE LOSS PAYEE, UNDER CASUALTY, BUSINESS
INTERRUPTION AND BUILDERS RISK COVERAGE. THE BORROWER SHALL CAUSE SUCH INSURANCE
TO BE IN PLACE NO LESS THAN TEN (10) DAYS PRIOR TO THE DATE REQUIRED, AND EACH
REQUIRED INSURANCE POLICY SHALL BE RENEWED OR REPLACED NO LESS THAN THIRTY
(30) DAYS PRIOR TO THE EXPIRATION THEREOF. IN THE EVENT THE BORROWER FAILS TO
TAKE OUT OR MAINTAIN THE FULL INSURANCE COVERAGE REQUIRED BY THIS SECTION
7.01(H), THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) TAKE OUT
THE REQUIRED POLICIES OF INSURANCE AND PAY THE PREMIUMS ON THE SAME. ALL AMOUNTS
SO ADVANCED BY THE ADMINISTRATIVE AGENT SHALL BECOME AN OBLIGATION, AND THE
BORROWER SHALL FORTHWITH PAY SUCH AMOUNTS TO THE
61
ADMINISTRATIVE AGENT, TOGETHER WITH INTEREST FROM THE DATE OF PAYMENT BY THE
ADMINISTRATIVE AGENT AT THE DEFAULT RATE.
(I)
BOOKS AND RECORDS; INSPECTIONS.
THE BORROWER SHALL KEEP PROPER BOOKS OF RECORD AND ACCOUNT, SEPARATE FROM THE
BOOKS AND RECORDS OF ANY OTHER PERSON (INCLUDING ANY AFFILIATES OF THE
BORROWER), IN WHICH