SHALL RECEIVE AND HOLD
IN TRUST FOR THE SOLE BENEFIT OF THE LENDERS (AND NOT FOR THE BENEFIT OF ANY
OTHER PERSON, INCLUDING, BUT NOT LIMITED TO, CONTRACTORS OR ANY SUBCONTRACTORS)
ALL ADVANCES MADE HEREUNDER DIRECTLY TO BORROWER, FOR THE PURPOSE OF PAYING
COSTS OF THE CONSTRUCTION IN ACCORDANCE WITH THE CONSTRUCTION BUDGET. BORROWER
SHALL USE THE PROCEEDS OF THE LOANS SOLELY FOR THE PAYMENT OF COSTS SPECIFIED IN
THE CONSTRUCTION BUDGET. BORROWER WILL PAY ALL OTHER COSTS, EXPENSES AND FEES
RELATING TO THE ACQUISITION, EQUIPPING, USE AND OPERATION OF THE PROJECT.
(Z)
ALTERATIONS.
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
LENDERS, BORROWER SHALL NOT MAKE ANY MATERIAL ALTERATIONS TO THE PROJECT (OTHER
THAN COMPLETION OF THE CONSTRUCTION IN ACCORDANCE WITH THE PLANS AND
SPECIFICATIONS).
(AA)
CASH DISTRIBUTIONS.
BORROWER SHALL NOT MAKE ANY DISTRIBUTIONS
TO PARTNERS, MEMBERS OR SHAREHOLDERS OF BORROWER.
(BB)
AFFILIATE CONTRACTS.
BORROWER SHALL NOT ENTER INTO ANY
CONTRACTS OR AGREEMENTS AFTER THE DATE HEREOF WITH ANY GUARANTOR, MEMBER, MII,
OR MLP/MII AFFILIATE OR ANY AFFILIATE OF ANY OF THE FOREGOING WITHOUT THE
REQUIRED LENDERS' PRIOR WRITTEN CONSENT.
(CC)
SECURITY INTEREST AND PERFECTION MATTERS RELATING TO THE
FACILITY A EXCESS PROCEEDS ACCOUNT.
PROMPTLY AFTER THE AGENT'S REQUEST
THEREFOR, BORROWER AGREES TO DELIVER TO THE AGENT ALL AGREEMENTS, INSTRUMENTS
AND DOCUMENTS (INCLUDING CONTROL AGREEMENTS, IF NECESSARY, AND OPINIONS OF
COUNSEL), IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT, EVIDENCING
THAT THE AGENT HAS A FIRST PRIORITY PERFECTED SECURITY INTEREST IN THE FACILITY
A EXCESS PROCEEDS ACCOUNT.
80
SECTION 15.2
INSURANCE.
(A)
BORROWER SHALL OBTAIN AND MAINTAIN, OR CAUSE TO BE MAINTAINED,
INSURANCE FOR BORROWER AND THE PROJECT AS FOLLOWS:
(I)
COMPREHENSIVE ALL RISK INSURANCE ON THE IMPROVEMENTS AND THE
PERSONAL PROPERTY, INCLUDING CONTINGENT LIABILITY FROM OPERATION OF BUILDING
LAWS, DEMOLITION COSTS AND INCREASED COST OF CONSTRUCTION ENDORSEMENTS, IN EACH
CASE (A) IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE "FULL
REPLACEMENT COST," WHICH FOR PURPOSES OF THIS AGREEMENT SHALL MEAN ACTUAL
REPLACEMENT VALUE (EXCLUSIVE OF COSTS OF EXCAVATIONS, FOUNDATIONS, UNDERGROUND
UTILITIES AND FOOTINGS) WITH A WAIVER OF DEPRECIATION, BUT THE AMOUNT SHALL IN
NO EVENT BE LESS THAN THE OUTSTANDING PRINCIPAL BALANCE OF THE LOANS;
(B) CONTAINING AN AGREED AMOUNT ENDORSEMENT WITH RESPECT TO THE IMPROVEMENTS AND
PERSONAL PROPERTY WAIVING ALL COINSURANCE PROVISIONS; (C) PERMITTING NO
DEDUCTIBLE IN EXCESS OF $50,000; AND (D) CONTAINING AN "ORDINANCE OR LAW
COVERAGE" OR "ENFORCEMENT" ENDORSEMENT IF ANY OF THE IMPROVEMENTS OR THE USE OF
THE PROJECT SHALL AT ANY TIME CONSTITUTE LEGAL NON-CONFORMING STRUCTURES OR
USES. IN ADDITION, BORROWER SHALL OBTAIN: (Y) IF ANY PORTION OF THE IMPROVEMENTS
IS CURRENTLY OR AT ANY TIME IN THE FUTURE LOCATED IN A FEDERALLY DESIGNATED
"SPECIAL FLOOD HAZARD AREA", FLOOD HAZARD INSURANCE IN AN AMOUNT EQUAL TO THE
LESSER OF (1) THE OUTSTANDING PRINCIPAL BALANCE OF THE LOANS OR (2) THE MAXIMUM
AMOUNT OF SUCH INSURANCE AVAILABLE UNDER THE NATIONAL FLOOD INSURANCE ACT OF
1968, THE FLOOD DISASTER PROTECTION ACT OF 1973 OR THE NATIONAL FLOOD INSURANCE
REFORM ACT OF