HAVE BEEN ENGAGED, SHALL BE SUBJECT TO LENDER'S PRIOR REVIEW AND
APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD SO LONG AS THE PLANS
AND SPECIFICATIONS ARE NOT MATERIALLY DIFFERENT FROM THE ORIGINAL STRUCTURE,
EXCEPT AS NECESSARY TO COMPLY WITH THEN-CURRENT REQUIREMENTS OF LAW.
LENDER MAY
ENGAGE, AT BORROWER'S EXPENSE, AN INDEPENDENT ENGINEER OR INSPECTOR TO ASSIST
LENDER IN ITS REVIEW OF THE APPROVALS REQUESTED OF LENDER IN CONNECTION WITH THE
RESTORATION AND TO PERIODICALLY INSPECT THE RESTORATION IN PROGRESS AND UPON
SUBSTANTIAL COMPLETION.
(D)
CONDITION TO RELEASE OF RESTORATION PROCEEDS
FOR RESTORATION.
LENDER AGREES TO MAKE THE RESTORATION PROCEEDS AVAILABLE TO
BORROWER FOR RESTORATION AS LONG AS:
51
(I)
THE RESTORATION PROCEEDS RECOVERED ARE
LESS THAN THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN.
(II)
NO EVENT OF DEFAULT EXISTS.
(III)
BORROWER DEMONSTRATES TO LENDER'S
SATISFACTION THAT THE RESTORATION PROCEEDS ARE SUFFICIENT TO PAY IN FULL THE
ESTIMATED COST TO COMPLETE RESTORATION AND ANY SHORTFALLS IN OPERATING INCOME AS
A RESULT OF SUCH CASUALTY OR CONDEMNATION THAT ARE ANTICIPATED UNTIL RESTORATION
IS SUBSTANTIALLY COMPLETED, OR, IF THE RESTORATION PROCEEDS ARE DETERMINED BY
LENDER TO BE INSUFFICIENT TO PAY SUCH COSTS IN FULL, BORROWER DEPOSITS WITH
LENDER, IN CASH OR BY A CASH EQUIVALENT ACCEPTABLE TO LENDER, THE ADDITIONAL
AMOUNT ESTIMATED BY LENDER TO BE NECESSARY TO PAY THE FULL COST OF RESTORATION
("RESTORATION DEFICIENCY DEPOSIT").
(IV)
THE CASUALTY OR CONDEMNATION HAS NOT OCCURRED
IN THE EIGHTEEN (18) MONTHS PRIOR TO THE MATURITY DATE.
(V)
RESTORATION CAN BE COMPLETED NOT LATER THAN
THE EARLIER OF (A) TWELVE (12) MONTHS FROM THE DATE THE CASUALTY OR CONDEMNATION
OCCURRED, (B) THE EARLIEST DATE BY WHICH COMPLETION IS REQUIRED UNDER ANY MAJOR
LEASE, (C) THE EARLIEST DATE BY WHICH COMPLETION IS REQUIRED UNDER THE
REQUIREMENTS OF LAW TO PRESERVE THE RIGHT TO REBUILD THE IMPROVEMENTS AS THEY
EXISTED PRIOR TO THE CASUALTY OR CONDEMNATION OR (D) THE EXPIRATION OF
BORROWER'S BUSINESS INTERRUPTION INSURANCE.
(VI)
IF A CONDEMNATION HAS OCCURRED, LESS THAN 10%
OF THE LAND IS TAKEN AND THE LAND TAKEN IS ALONG THE PERIMETER OR PERIPHERY OF
THE LAND, AND NO PORTION OF THE IMPROVEMENTS ARE TAKEN.
(VII)
IF A CASUALTY HAS OCCURRED, LESS THAN 25% OF THE
TOTAL FLOOR AREA OF THE IMPROVEMENTS IS DAMAGED OR RENDERED UNUSABLE BY THE
CASUALTY AND BORROWER DEMONSTRATES TO LENDER'S SATISFACTION THAT A REASONABLE
MEANS OF ACCESS EXISTS TO THE PROPERTY AND WITHIN THE IMPROVEMENTS UNAFFECTED BY
THE CASUALTY.
(VIII)
BORROWER DEMONSTRATES TO LENDER'S SATISFACTION
THAT THE TENANTS UNDER MAJOR LEASES WILL CONTINUE OCCUPANCY OF THE PROPERTY
WITHOUT RENT ABATEMENT FOLLOWING RESTORATION AND THAT, UPON COMPLETION OF
RESTORATION, THE NET CASH FLOW OF THE PROPERTY WILL BE RESTORED TO A LEVEL
SUFFICIENT TO COVER ALL OPERATING EXPENSES OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, SUPPORTING A DEBT SERVICE COVERAGE RATIO AT LEAST EQUAL TO, OR
GREATER THAN, THE GREATER OF (A) THE DEBT SERVICE COVERAGE RATIO EXISTING AS OF
THE CLOSING DATE, OR (B) THE DEBT SERVICE COVERAGE RATIO WHICH EXISTED AS OF THE
DATE IMMEDIATELY