IF THE PROPERTY OR ANY PORTION THEREOF IS TAKEN BY A
CONDEMNING AUTHORITY, BORROWER SHALL PROMPTLY COMMENCE AND DILIGENTLY PROSECUTE
THE RESTORATION OF THE PROPERTY AND OTHERWISE COMPLY WITH THE PROVISIONS OF
SECTION 7.4.
IF THE PROPERTY (OR ANY PORTION THEREOF) IS SOLD, THROUGH
FORECLOSURE OR OTHERWISE, PRIOR TO THE RECEIPT BY ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF LENDERS, OF THE AWARD, ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT,
WHETHER OR NOT A DEFICIENCY JUDGMENT ON THE NOTE SHALL HAVE BEEN SOUGHT,
RECOVERED OR DENIED, TO RECEIVE THE AWARD, OR A PORTION THEREOF SUFFICIENT TO
PAY THE DEBT.
SECTION 7.4
RESTORATION.
THE FOLLOWING PROVISIONS SHALL APPLY IN
CONNECTION WITH THE RESTORATION OF THE PROPERTY:
(A)
IF THE NET PROCEEDS SHALL BE LESS THAN THE RESTORATION
THRESHOLD AND THE COSTS OF COMPLETING THE RESTORATION SHALL BE LESS THAN THE
RESTORATION THRESHOLD, THE NET PROCEEDS WILL BE DISBURSED BY ADMINISTRATIVE
AGENT TO BORROWER UPON RECEIPT, PROVIDED THAT ALL OF THE CONDITIONS SET FORTH IN
SECTION 7.4(B)(I) ARE MET.
(B)
IF THE NET PROCEEDS ARE EQUAL TO OR GREATER THAN THE
RESTORATION THRESHOLD OR THE COSTS OF COMPLETING THE RESTORATION ARE EQUAL TO OR
GREATER THAN THE RESTORATION THRESHOLD, ADMINISTRATIVE AGENT SHALL HOLD ALL NET
PROCEEDS AND MAKE THE NET PROCEEDS AVAILABLE FOR THE RESTORATION IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 7.4.
83
(I)
THE NET
PROCEEDS SHALL BE MADE AVAILABLE FOR RESTORATION PROVIDED THAT EACH OF THE
FOLLOWING CONDITIONS ARE MET:
(A)
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(B)
(1)
IN THE EVENT THE NET PROCEEDS ARE INSURANCE
PROCEEDS, NOT MORE THAN FORTY PERCENT (40%) OF THE RENTABLE SQUARE FOOTAGE OF
THE PROPERTY HAS BEEN DAMAGED, DESTROYED OR RENDERED UNUSABLE AS A RESULT OF A
CASUALTY OR (2) IN THE EVENT THE NET PROCEEDS ARE CONDEMNATION PROCEEDS, NOT
MORE THAN FIFTEEN PERCENT (15%) OF THE LAND CONSTITUTING THE PROPERTY IS TAKEN,
NO MATERIAL PORTION OF THE IMPROVEMENTS IS LOCATED ON SUCH LAND AND SUCH TAKING
DOES NOT IMPEDE ACCESS TO THE PROPERTY IN A MANNER THAT INTERFERES WITH THE
OPERATION OF THE PROPERTY;
(C)
THE PORTION OF THE PROPERTY WHICH HAS BEEN THE SUBJECT OF SUCH
CASUALTY OR CONDEMNATION REPRESENTS NOT MORE THAN TWENTY-FIVE PERCENT (25%) OF
THE GROSS REVENUES OF THE PROPERTY;
(D)
BORROWER SHALL COMMENCE THE RESTORATION AS SOON AS REASONABLY
PRACTICABLE (BUT IN NO EVENT LATER THAN THIRTY (30) DAYS AFTER THE ISSUANCE OF A
BUILDING PERMIT WITH RESPECT THERETO) AND SHALL DILIGENTLY PURSUE THE SAME TO
SATISFACTORY COMPLETION IN COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING,
WITHOUT LIMITATION, ALL APPLICABLE ENVIRONMENTAL LAWS;
(E)
ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED THAT THE
PROPERTY IS CAPABLE OF BEING RESTORED SUBSTANTIALLY TO ITS CONDITION PRIOR TO
SUCH CASUALTY OR CONDEMNATION;
(F)
SUBJECT TO BORROWER'S RIGHTS UNDER SECTION 2.7(E), BORROWER
DELIVERS EVIDENCE REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT THAT UPON THE
COMPLETION OF THE RESTORATION THE INCOME FROM THE PROPERTY WILL BE SUFFICIENT TO
RESULT IN A DEBT YIELD OF NOT LESS THAN 9.0%, WHICH DEBT YIELD SHALL