COLLECTING
SAME ("CONDEMNATION PROCEEDS"), WHICHEVER THE CASE MAY BE.
(A)
THE NET PROCEEDS SHALL BE MADE AVAILABLE TO BORROWER FOR
RESTORATION PROVIDED THAT EACH OF THE FOLLOWING CONDITIONS ARE MET:
(I)
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(II)
(1) IN THE EVENT THE NET PROCEEDS ARE INSURANCE PROCEEDS,
LESS THAN FIFTY PERCENT (50%) OF THE TOTAL FLOOR AREA OF THE IMPROVEMENTS HAS
BEEN DAMAGED, DESTROYED OR RENDERED UNUSABLE AS A RESULT OF SUCH CASUALTY OR (2)
IN THE EVENT THE NET PROCEEDS ARE CONDEMNATION PROCEEDS, LESS THAN TEN PERCENT
(10%) OF THE LAND CONSTITUTING THE PROJECT IS TAKEN, AND SUCH CONDEMNATION DOES
NOT MAKE IT IMPRACTICABLE, IN ADMINISTRATIVE AGENT'S REASONABLE JUDGMENT, AFTER
RESTORATION, TO OPERATE THE PROJECT AS AN ECONOMICALLY VIABLE WHOLE;
(III)
AT LEAST SIXTY PERCENT (60%) OF THE TOTAL RENTABLE SPACE IN
THE PROJECT WHICH HAS BEEN DEMISED UNDER LEASES IN EFFECT AS OF THE DATE OF SUCH
CASUALTY OR CONDEMNATION, AS APPLICABLE (DETERMINED BY REFERENCE TO THE TOTAL
RENTABLE SPACE AT THE PROJECT AT THE TIME OF SUCH CASUALTY OR CONDEMNATION, AS
APPLICABLE) SHALL REMAIN IN FULL FORCE AND EFFECT DURING AND AFTER THE
COMPLETION OF THE RESTORATION, NOTWITHSTANDING THE OCCURRENCE OF ANY SUCH
CASUALTY OR CONDEMNATION, AS APPLICABLE;
(IV)
BORROWER SHALL COMMENCE THE RESTORATION AS SOON AS REASONABLY
PRACTICABLE AND SHALL DILIGENTLY PURSUE THE SAME TO SATISFACTORY COMPLETION IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, INCLUDING, WITHOUT
LIMITATION, ALL APPLICABLE ENVIRONMENTAL LAWS;
(V)
ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED THAT ANY
OPERATING DEFICITS, INCLUDING ALL SCHEDULED PAYMENTS OF INTEREST UNDER THE
NOTES, WHICH WILL BE INCURRED WITH RESPECT TO THE PROJECT AS A RESULT OF THE
OCCURRENCE OF ANY SUCH CASUALTY OR CONDEMNATION, WHICHEVER THE CASE MAY BE, WILL
BE COVERED OUT OF (1) THE NET PROCEEDS, (2) THE INSURANCE COVERAGE REFERRED TO
IN SECTION 3.1(1)(G), OR (3) BY OTHER FUNDS OF BORROWER OR AN AFFILIATE THEREOF;
(VI)
ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED THAT THE
RESTORATION WILL BE SUBSTANTIALLY COMPLETED SO THAT THE TENANTS CAN LEGALLY AND
PHYSICALLY OCCUPY THEIR SPACE WITHIN NINETY (90) DAYS PRIOR TO THE MATURITY
DATE;
(VII)
THE PROJECT AND THE USE THEREOF AFTER THE RESTORATION WILL BE IN
COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH AND PERMITTED UNDER, ALL APPLICABLE
LAWS;
51
(VIII)
ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED THAT THE DEBT
SERVICE COVERAGE RATIO AFTER THE COMPLETION OF THE RESTORATION SHALL BE EQUAL TO
OR GREATER THAN THE LESSER OF (X) THE REQUIRED DSCR AND (Y) THE DEBT SERVICE
COVERAGE RATIO IMMEDIATELY PRIOR TO THE CASUALTY OR CONDEMNATION, AS APPLICABLE;
PROVIDED, HOWEVER, THAT IF SUCH DEBT SERVICE COVERAGE RATIO SHALL BE LESS THAN
THE DEBT SERVICE COVERAGE RATIO REQUIRED PURSUANT TO THIS CLAUSE (VIII),
BORROWER SHALL BE ENTITLED TO SATISFY THE REQUIREMENT OF THIS CLAUSE (VIII) BY
EITHER (AT BORROWER'S OPTION) (A) MAKING A PAYMENT IN REDUCTION OF THE
OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS IN SUCH AMOUNT AS SHALL CAUSE SUCH
DEBT SERVICE COVERAGE RATIO TO EQUAL THE REQUIRED AMOUNT OR