AT THE OPTION OF AGENT IN ITS SOLE DISCRETION, BE
APPLIED TO THE PAYMENT OF THE INDEBTEDNESS AS PROVIDED IN SECTION 2.7(B) OF THIS
AGREEMENT OR APPLIED TO THE COST OF RESTORING, REPAIRING, REPLACING OR
REBUILDING THE AFFECTED PROPERTY OR PART THEREOF SUBJECT TO THE INSURED
CASUALTY, IN THE MANNER SET FORTH BELOW.
(D)
IN THE EVENT THAT INSURANCE PROCEEDS (AFTER REIMBURSEMENT OF ANY
REASONABLE EXPENSES INCURRED BY AGENT IN CONNECTION WITH THE COLLECTION OF ANY
APPLICABLE INSURANCE PROCEEDS), IF ANY, SHALL BE MADE AVAILABLE TO BORROWER FOR
THE RESTORING, REPAIRING, REPLACING OR REBUILDING OF ANY PORTION OF THE AFFECTED
PROPERTY, BORROWER COVENANTS TO RESTORE, REPAIR, REPLACE OR REBUILD THE SAME TO
BE OF AT LEAST COMPARABLE VALUE AS PRIOR TO SUCH DAMAGE OR DESTRUCTION, ALL TO
BE EFFECTED IN ACCORDANCE WITH LEGAL REQUIREMENTS AND PLANS AND SPECIFICATIONS
APPROVED IN ADVANCE BY AGENT, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR
DELAYED.
(E)
IN THE EVENT BORROWER IS ENTITLED TO REIMBURSEMENT OUT OF
INSURANCE PROCEEDS, SUCH PROCEEDS SHALL BE HELD IN AN ELIGIBLE ACCOUNT AS
PROVIDED IN SECTION 2.12(F) AND DISBURSED FROM TIME TO TIME AS THE RESTORATION
PROGRESSES UPON AGENT BEING FURNISHED WITH (1) EVIDENCE REASONABLY SATISFACTORY
TO IT (WHICH EVIDENCE MAY INCLUDE INSPECTION(S) OF THE WORK PERFORMED) THAT THE
RESTORATION, REPAIR, REPLACEMENT AND REBUILDING COVERED BY THE DISBURSEMENT HAS
BEEN COMPLETED IN ACCORDANCE WITH PLANS AND SPECIFICATIONS APPROVED BY AGENT,
(2) EVIDENCE REASONABLY SATISFACTORY TO IT OF THE ESTIMATED COST OF COMPLETION
OF THE RESTORATION, REPAIR, REPLACEMENT AND REBUILDING, (3) FUNDS, OR, AT
AGENT'S
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OPTION, ASSURANCES REASONABLY SATISFACTORY TO AGENT THAT SUCH FUNDS ARE
AVAILABLE AND SUFFICIENT IN ADDITION TO THE INSURANCE PROCEEDS TO COMPLETE THE
PROPOSED RESTORATION, REPAIR, REPLACEMENT AND REBUILDING, AND (4) SUCH
ARCHITECT'S CERTIFICATES, WAIVERS OF LIEN, CONTRACTOR'S SWORN STATEMENTS, TITLE
INSURANCE ENDORSEMENTS, BONDS AND OTHER EVIDENCES OF COST, PAYMENT AND
PERFORMANCE OF THE FOREGOING REPAIR, RESTORATION, REPLACEMENT OR REBUILDING AS
AGENT MAY REASONABLY REQUIRE AND APPROVE. AGENT MAY, IN ANY EVENT, REQUIRE THAT
ALL PLANS AND SPECIFICATIONS FOR SUCH RESTORATION, REPAIR, REPLACEMENT AND
REBUILDING BE SUBMITTED TO AND REASONABLY APPROVED BY AGENT PRIOR TO
COMMENCEMENT OF WORK. AGENT MAY RETAIN A CONSTRUCTION CONSULTANT TO INSPECT SUCH
WORK AND REVIEW BORROWER'S REQUEST FOR PAYMENTS AND BORROWER SHALL, ON DEMAND BY
AGENT, REIMBURSE AGENT FOR THE REASONABLE FEES AND DISBURSEMENTS OF SUCH
CONSULTANT. NO PAYMENT MADE PRIOR TO THE FINAL COMPLETION OF THE RESTORATION,
REPAIR, REPLACEMENT AND REBUILDING SHALL EXCEED NINETY PERCENT (90%) OF THE HARD
CONSTRUCTION COSTS VALUE OF THE WORK PERFORMED FROM TIME TO TIME (EXCEPT FOR
RESTORATION WORK ON A TRADE BY TRADE BASIS OR ON AN HOURLY BASIS FOR
PROFESSIONAL SERVICES IN WHICH EVENT, PAYMENT MAY BE MADE IN FULL UPON THE
COMPLETION OF SUCH WORK); FUNDS OTHER THAN INSURANCE PROCEEDS SHALL BE DISBURSED
PRIOR TO DISBURSEMENT OF SUCH PROCEEDS; AND, AT ALL TIMES, THE UNDISBURSED
BALANCE OF SUCH PROCEEDS REMAINING IN THE ACCOUNTS OF AGENT, TOGETHER WITH FUNDS
DEPOSITED FOR THAT PURPOSE OR IRREVOCABLY COMMITTED TO THE REPAYMENT OF