PROCEEDS"), WHICHEVER THE CASE MAY BE.
(I)
THE NET PROCEEDS SHALL BE MADE AVAILABLE
TO BORROWER 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, LESS THAN TEN PERCENT (10%) OF THE AGGREGATE FAIR MARKET
VALUE OF THE IMPROVEMENTS AT ALL THE PROPERTIES (IMMEDIATELY PRIOR TO THE
APPLICABLE CASUALTY) HAS BEEN DAMAGED, DESTROYED OR RENDERED UNUSABLE AS A
RESULT OF A CASUALTY OR (2) IN THE EVENT THE NET PROCEEDS ARE CONDEMNATION
PROCEEDS, LESS THAN TEN PERCENT (10%) OF THE LAND CONSTITUTING THE AFFECTED
PROPERTY IS TAKEN, SUCH LAND IS LOCATED ALONG THE PERIMETER OR PERIPHERY OF THE
AFFECTED PROPERTY, AND NO PORTION OF THE IMPROVEMENTS IS LOCATED ON SUCH LAND;
(C)
THE OPERATING LEASES OF THE AFFECTED PROPERTY
IN EFFECT AS OF THE DATE OF THE OCCURRENCE OF SUCH CASUALTY OR CONDEMNATION,
WHICHEVER THE CASE MAY BE, AND EACH OTHER MAJOR LEASE, IF ANY, IN EFFECT AS OF
SUCH DATE SHALL REMAIN IN FULL FORCE AND EFFECT DURING AND AFTER THE COMPLETION
OF THE RESTORATION WITHOUT ABATEMENT OF RENT BEYOND THE TIME REQUIRED FOR
RESTORATION;
(D)
BORROWER SHALL COMMENCE THE RESTORATION AS
SOON AS REASONABLY PRACTICABLE (BUT IN NO EVENT LATER THAN NINETY (90) DAYS
AFTER SUCH CASUALTY OR CONDEMNATION, WHICHEVER THE CASE MAY BE, OCCURS) AND
SHALL DILIGENTLY PURSUE THE SAME TO SATISFACTORY COMPLETION;
88
(E)
LENDER SHALL BE SATISFIED THAT ANY OPERATING
DEFICITS, INCLUDING ALL SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST UNDER THE
NOTE, WHICH WILL BE INCURRED WITH RESPECT TO THE AFFECTED PROPERTY AS A RESULT
OF THE OCCURRENCE OF ANY SUCH CASUALTY OR CONDEMNATION, WHICHEVER THE CASE MAY
BE, WILL BE COVERED OUT OF THE INSURANCE COVERAGE REFERRED TO IN
SECTION 8.1(A)(III) ABOVE;
(F)
LENDER SHALL BE SATISFIED THAT THE
RESTORATION WILL BE COMPLETED ON OR BEFORE THE EARLIEST TO OCCUR OF (1) SIX (6)
MONTHS PRIOR TO THE MATURITY DATE, (2) THE EARLIEST DATE REQUIRED FOR SUCH
COMPLETION UNDER THE TERMS OF ANY LEASES (INCLUDING, WITHOUT LIMITATION, ANY
GROUND LEASE) OR MATERIAL AGREEMENTS AFFECTING THE AFFECTED PROPERTY, (3) SUCH
TIME AS MAY BE REQUIRED UNDER APPLICABLE ZONING LAW, ORDINANCE, RULE OR
REGULATION, OR (4) THE EXPIRATION OF THE INSURANCE COVERAGE REFERRED TO IN
SECTION 8.1(A)(III);
(G)
THE AFFECTED PROPERTY AND THE USE THEREOF
AFTER THE RESTORATION WILL BE IN COMPLIANCE WITH AND PERMITTED UNDER ALL LEGAL
REQUIREMENTS;
(H)
THE RESTORATION SHALL BE DONE AND COMPLETED BY
BORROWER IN AN EXPEDITIOUS AND DILIGENT FASHION AND IN COMPLIANCE WITH ALL
APPLICABLE LEGAL REQUIREMENTS;
(I)
SUCH CASUALTY OR CONDEMNATION, AS
APPLICABLE, DOES NOT RESULT IN THE LOSS OF ACCESS TO THE AFFECTED PROPERTY OR
THE IMPROVEMENTS;
(J)
BORROWER SHALL DELIVER, OR CAUSE TO BE
DELIVERED, TO LENDER A SIGNED DETAILED BUDGET APPROVED IN WRITING BY BORROWER'S
ARCHITECT OR ENGINEER STATING THE ENTIRE COST OF COMPLETING THE RESTORATION,
WHICH BUDGET SHALL BE ACCEPTABLE TO LENDER; AND
(K)
THE NET PROCEEDS TOGETHER WITH ANY