INCURRED IN
CONNECTION WITH THE RESTORATION HAVE BEEN PAID IN FULL, THE EXCESS, IF ANY, OF
ANY AWARD SHALL BE APPLIED BY ADMINISTRATIVE AGENT TO THE REPAYMENT OF THE DEBT
WITHOUT PREMIUM OR PENALTY.
(C)
ALL NET PROCEEDS NOT REQUIRED (I) TO BE MADE AVAILABLE FOR
THE RESTORATION OR (II) TO BE RETURNED TO BORROWER AS EXCESS NET PROCEEDS
PURSUANT TO SUBSECTION 7.4(B)(VII) SHALL BE RETAINED AND APPLIED BY
ADMINISTRATIVE AGENT TOWARD THE PAYMENT OF THE DEBT WHETHER OR NOT THEN DUE AND
PAYABLE, IN SUCH ORDER, PRIORITY, AND PROPORTIONS AS ADMINISTRATIVE AGENT IN ITS
DISCRETION SHALL DEEM PROPER, BUT WITHOUT ANY REQUIREMENT TO PAY ANY SPREAD
MAINTENANCE PREMIUM OR OTHER PREMIUM OR PENALTY IN CONNECTION THEREWITH.
IF
ADMINISTRATIVE AGENT SHALL RECEIVE AND RETAIN NET PROCEEDS, THE LIEN OF THE
SECURITY INSTRUMENT SHALL BE REDUCED ONLY BY THE AMOUNT THEREOF RECEIVED AND
RETAINED BY ADMINISTRATIVE AGENT AND ACTUALLY APPLIED BY ADMINISTRATIVE AGENT IN
REDUCTION OF THE DEBT.
ARTICLE VIII - RESERVE FUNDS
SECTION 8.1
IMMEDIATE REPAIRS.
(A)
BORROWER SHALL PERFORM THE REPAIRS AT THE PROPERTY AS SET
FORTH ON SCHEDULE I
HERETO (SUCH REPAIRS HEREINAFTER REFERRED TO AS "IMMEDIATE
REPAIRS") AND SHALL COMPLETE EACH OF THE IMMEDIATE REPAIRS ON A COMMERCIALLY
REASONABLE BASIS CONSISTENT WITH PAST PRACTICE.
SECTION 8.2
REPLACEMENT RESERVE FUNDS.
(A)
DURING THE EXISTENCE OF A RESERVE TRIGGER PERIOD, BORROWER
SHALL DEPOSIT INTO AN ELIGIBLE ACCOUNT HELD BY ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF LENDERS (THE "REPLACEMENT RESERVE ACCOUNT") ON EACH MONTHLY PAYMENT
DATE DURING SUCH RESERVE TRIGGER PERIOD AN AMOUNT EQUAL TO ONE-TWELFTH OF $0.25
PER RENTABLE SQUARE FOOT PER ANNUM (THE
87
"REPLACEMENT RESERVE MONTHLY DEPOSIT") FOR THE REPLACEMENTS.
AMOUNTS DEPOSITED
PURSUANT TO THIS SECTION 8.2 ARE REFERRED TO HEREIN AS THE "REPLACEMENT RESERVE
FUNDS".
(B)
ADMINISTRATIVE AGENT SHALL DISBURSE REPLACEMENT RESERVE FUNDS
ONLY FOR REPLACEMENTS.
ADMINISTRATIVE AGENT SHALL DISBURSE TO BORROWER THE
REPLACEMENT RESERVE FUNDS UPON SATISFACTION BY BORROWER OF EACH OF THE FOLLOWING
CONDITIONS: (I) BORROWER SHALL SUBMIT A REQUEST FOR PAYMENT TO ADMINISTRATIVE
AGENT AT LEAST TEN (10) DAYS PRIOR TO THE DATE ON WHICH BORROWER REQUESTS SUCH
PAYMENT BE MADE AND SPECIFIES THE REPLACEMENTS TO BE PAID; (II) ON THE DATE SUCH
REQUEST IS RECEIVED BY ADMINISTRATIVE AGENT AND ON THE DATE SUCH PAYMENT IS TO
BE MADE, NO EVENT OF DEFAULT SHALL EXIST AND BE CONTINUING, (III) ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM BORROWER (A) SPECIFYING THE
REPLACEMENTS TO BE PAID AND STATING THAT SUCH ITEMS TO BE FUNDED BY THE
REQUESTED DISBURSEMENT ARE REPLACEMENTS, (B) STATING THAT
THE REPLACEMENTS AT
THE PROPERTY TO BE FUNDED BY THE REQUESTED DISBURSEMENT HAVE BEEN PERFORMED IN A
GOOD AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH ALL APPLICABLE LAW, SUCH
CERTIFICATE TO BE ACCOMPANIED BY A COPY OF ANY LICENSE, PERMIT OR OTHER APPROVAL
REQUIRED AS OF SUCH DATE BY ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE
REPLACEMENTS, (C) IDENTIFYING EACH PERSON THAT SUPPLIED MATERIALS OR LABOR IN
CONNECTION WITH THE REPLACEMENTS TO BE FUNDED BY THE REQUESTED DISBURSEMENT AND
(D)