INSURED CASUALTY OR CONDEMNATION; (IV) LEASES DEMISING IN THE AGGREGATE
AT LEAST SIXTY-FIVE PERCENT (65%) OF THE TOTAL RENTABLE SPACE IN THE PROPERTY
AND IN EFFECT AS OF THE DATE OF THE OCCURRENCE OF SUCH INSURED CASUALTY OR
CONDEMNATION REMAIN IN FULL FORCE AND EFFECT DURING AND AFTER THE COMPLETION OF
THE RESTORATION (HEREINAFTER DEFINED); (V) LENDER SHALL DETERMINE THAT THE DEBT
SERVICE COVERAGE RATIO FOR THE REMAINING TERM FOLLOWING COMPLETION OF
RESTORATION SHALL BE AT LEAST 1.10:1.00; AND (VI) NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE THEN CONTINUING, THEN THE PROCEEDS OR THE AWARD, AS THE CASE MAY
BE (AFTER REIMBURSEMENT OF ANY EXPENSES INCURRED BY LENDER), SHALL BE APPLIED TO
PAY FOR OR REIMBURSE BORROWER FOR THE COST OF RESTORING, REPAIRING, REPLACING OR
REBUILDING THE PROPERTY (THE "RESTORATION"), IN THE MANNER SET FORTH HEREIN.
BORROWER SHALL COMMENCE AND DILIGENTLY PROSECUTE SUCH RESTORATION.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL LENDER BE OBLIGATED TO APPLY
THE PROCEEDS OR AWARD TO REIMBURSE BORROWER FOR THE COST OF RESTORATION UNLESS,
IN ADDITION TO SATISFACTION OF THE FOREGOING CONDITIONS, BOTH (X) BORROWER SHALL
PAY (AND IF REQUIRED BY LENDER, BORROWER SHALL DEPOSIT WITH LENDER IN ADVANCE)
ALL COSTS OF SUCH RESTORATION
59
IN EXCESS OF THE NET AMOUNT OF THE PROCEEDS OR THE AWARD MADE AVAILABLE PURSUANT
TO THE TERMS HEREOF; AND (Y) LENDER SHALL HAVE RECEIVED EVIDENCE REASONABLY
SATISFACTORY TO IT THAT DURING THE PERIOD OF THE RESTORATION, THE RENTS WILL BE
AT LEAST EQUAL TO THE SUM OF THE OPERATING EXPENSES AND DEBT SERVICE, AS
REASONABLY DETERMINED BY LENDER.
7.4.2
APPLICATION TO DEBT. EXCEPT AS PROVIDED IN SECTION 7.4.1 ABOVE, ANY
PROCEEDS AND/OR AWARD MAY, AT THE OPTION OF LENDER IN ITS DISCRETION, BE APPLIED
TO THE PAYMENT OF (I) ACCRUED BUT UNPAID INTEREST ON THE NOTE, (II) THE UNPAID
PRINCIPAL AND (III) OTHER CHARGES DUE UNDER THE NOTE AND/OR ANY OF THE OTHER
LOAN DOCUMENTS, OR APPLIED TO REIMBURSE BORROWER FOR THE COST OF ANY
RESTORATION, IN THE MANNER SET FORTH IN SECTION 7.4.3 BELOW. ANY SUCH PREPAYMENT
OF THE LOAN SHALL BE WITHOUT ANY YIELD MAINTENANCE PREMIUM, UNLESS AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME THE PROCEEDS ARE RECEIVED
FROM THE INSURANCE COMPANY OR THE AWARD IS RECEIVED FROM THE CONDEMNING
AUTHORITY, AS THE CASE MAY BE, IN WHICH EVENT BORROWER SHALL PAY TO LENDER AN
ADDITIONAL AMOUNT EQUAL TO THE YIELD MAINTENANCE PREMIUM, IF ANY, THAT MAY BE
REQUIRED WITH RESPECT TO THE AMOUNT OF THE PROCEEDS OR AWARD APPLIED TO THE
UNPAID PRINCIPAL. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF
ANY PROCEEDS OR AWARD ARE NOT REQUIRED TO BE MADE AVAILABLE FOR A RESTORATION
(OTHER THAN SURPLUS PROCEEDS OF AN AWARD APPLIED PURSUANT TO SECTION 7.4.3), ARE
RETAINED AND APPLIED BY LENDER TOWARD THE PAYMENT OF THE DEBT AND THE AMOUNT SO
APPLIED SHALL EXCEED $20,000,000, BORROWER MAY PREPAY THE ENTIRE OUTSTANDING
PRINCIPAL WITHOUT PAYMENT OF ANY YIELD MAINTENANCE PREMIUM PROVIDED THAT
(X) SUCH PREPAYMENT IS MADE