Common use of Repair and Restoration Clause in Contracts

Repair and Restoration. (a) If any of the Improvements are destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Agreement, or in the event any Project in the Collateral Pool or portion thereof is condemned or taken under power of eminent domain (or transferred in lieu thereof), Administrative Agent will elect (under SECTIONS 2.3 or 2.4, as applicable) to apply the insurance proceeds or condemnation proceeds (or the proceeds of transfer in lieu thereof) which remain after payment of the costs of collection thereof as provided in SECTION 2.3 and 2.4 (called the "PROCEEDS" below in this Section), or so much thereof as is required, to restoration of the property damaged as nearly as practicable to its value, character and condition immediately prior to such casualty (the "RESTORATION"), provided that all of the following conditions precedent are satisfied in full not later than one hundred and twenty (120) days after the date on which the casualty loss occurred or title to the portion of the Project taken (or transferred in lieu thereof) vested in the condemning authority, as the case may be: (i) no Default or Potential Default then exists; (ii) Borrower has presented evidence reasonably satisfactory to Administrative Agent and Administrative Agent has reasonably determined, that (A) the remaining portions of the Improvements can be feasibly redesigned and reconstructed to such a condition that the Improvements thereon, upon completion of such redesign or reconstruction, can be operated profitably again for its original intended purpose, and (B) the net income to be generated by the remaining Improvements and damaged improvements, when completed, together with additional proceeds paid by the Loan Parties to Administrative Agent will be sufficient to satisfy the operating hurdles which are conditions precedent to the extension of the Maturity Date of the Loan set forth in SECTION 1.5 hereof prior to the Maturity Date of the Loan; (iii) Tenants of the Improvements sufficient to satisfy the requirements of clause (ii) above have agreed in a manner satisfactory to Administrative Agent, in its good faith business judgment, that they will continue or extend their Leases for the terms then in effect following the Restoration (with construction and/or initial occupancy requirements extended by the time necessary to complete the Restoration); (iv) Borrower has presented evidence reasonably satisfactory to Administrative Agent, and Administrative Agent has reasonably determined, that the Restoration and the completion of the Improvements in accordance with this Agreement, can be accomplished within a reasonable period of time and in any event prior to the Maturity Date; (v) Borrower has delivered or caused to be delivered to Administrative Agent, and Administrative Agent has approved (not to be unreasonably withheld), complete, final plans and specifications (the "RESTORATION PLANS"), for the work to be performed in connection with the Restoration (hereinafter called the "RESTORATION WORK") prepared and sealed by an architect or Engineer with evidence reasonably satisfactory to Administrative Agent of the approval of the Restoration Plans by Tenants whose continued occupancy is needed to satisfy the requirements of clause (ii) above and whose spaces are affected and all Tribunals whose approval is required; (vi) Borrower has delivered or caused to be delivered to Administrative Agent a signed estimate prepared and signed by the applicable Project Owner's architect or Engineer, stating the entire cost of completing the Restoration Work; (vii) if Administrative Agent determines, in the exercise of its good faith business judgment, that (A) the estimated cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (B) the available Proceeds held by Administrative Agent, then the Loan Parties shall deposit with Administrative Agent an amount, in cash, sufficient to cover the excess cost, which shall be held and disbursed by Administrative Agent to the pay the costs of such Restoration Work prior to the disbursement of any Proceeds; and (viii) Administrative Agent and the other Lenders will not incur any liability to any Person as a result of such use of the Proceeds. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Administrative Agent may, at its option, apply such Proceeds to the Obligations, whether or not due, in such order and manner as Administrative Agent elects. Notwithstanding the foregoing, if the Proceeds in respect of any casualty or any condemnation or taking are less than $100,000, such Proceeds shall be paid directly to Borrower for Restoration of the Project without compliance with the foregoing conditions. (b) To the extent that Administrative Agent elects to apply the Proceeds to the Restoration, then disbursement of the Proceeds for such costs of the Restoration shall be subject to and in accordance with the provisions of this Agreement governing Advance Requests and Advances. If Administrative Agent determines from time to time, in its good faith business judgment, that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Administrative Agent plus all other funds, if any, readily available for such Restoration (including excess funds previously contributed by such Loan Parties to Administrative Agent for the purpose of the Restoration), then the Loan Parties shall contribute such additional funds, in cash, to Administrative Agent to cover the excess cost before Administrative Agent shall be required to disburse any such Proceeds or other available funds for Restoration costs. All such funds provided by the Loan Parties to cover excess costs shall be used for such Restoration costs prior to disbursement of any of the Proceeds for such costs. (c) Any such Proceeds held by Administrative Agent under this Section shall be held in an interest-bearing account for the benefit of the Loan Parties until disbursed for Restoration or applied against the Obligations. Administrative Agent's receipt and custody of such Proceeds shall not constitute a repayment of any of the Obligations, unless and until such Proceeds are applied against the Obligations in accordance with this Agreement. No disbursement of such Proceeds for Restoration costs shall constitute an Advance or increase the principal amount of the Loan. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be, at Administrative Agent's election, (i) applied against the Obligations in such manner and order as Administrative Agent elects, or (ii) returned to the Loan Parties. (d) In any event, upon the occurrence and during the continuation of a Default at any time, Administrative Agent may (but has no obligation to) apply all or any portion of such Proceeds, or additional funds provided by the Loan Parties, in Administrative Agent's possession to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent elects, and/or to the cure of any Default (or Potential Default) without waiving the same.

Repair and Restoration. (a) If any of the Improvements are destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Agreement, or in the event any Project in the Collateral Pool or portion thereof is condemned or taken under power of eminent domain (or transferred in lieu thereof), Administrative Agent will elect (under SECTIONS Sections 2.3 or 2.4, as applicable) to apply the insurance proceeds or condemnation proceeds (or the proceeds of transfer in lieu thereof) which remain after payment of the costs of collection thereof as provided in SECTION Section 2.3 and 2.4 (called the "PROCEEDS" “Proceeds” below in this Section), or so much thereof as is required, to restoration of the property damaged as nearly as practicable to its value, character and condition immediately prior to such casualty (the "RESTORATION"“Restoration”), provided that all of the following conditions precedent are satisfied in full not later than one hundred and twenty (120) days after the date on which the casualty loss occurred or title to the portion of the Project Collateral taken (or transferred in lieu thereof) vested in the condemning authority, as the case may be:be (or such longer period of time, if any, as Administrative Agent may approve in its reasonable discretion): (i) no Default or Potential Default then exists; (ii) Borrower the Operating Partnership has presented evidence reasonably satisfactory to Administrative Agent and Administrative Agent has reasonably determined, that (A) the remaining portions of the Improvements can be feasibly redesigned and reconstructed to such a condition that the Improvements thereon, upon completion of such redesign or reconstruction, can be operated profitably again for its original intended purpose, and (B) the net income NOI to be generated by the remaining Improvements and damaged improvements, when completed, together with additional proceeds paid by the Loan Parties to Administrative Agent remainder of the Collateral Pool will be sufficient to satisfy yield a Debt Service Coverage Ratio equal to or greater than the operating hurdles which are conditions precedent to minimum Debt Service Coverage Ratio required for the extension of the Maturity Date applicable periods of the Loan described in clause (iii) of the definition of “Maximum Availability Amount” set forth in SECTION 1.5 hereof prior Exhibit B to this Agreement (or, alternatively, if the Maturity Date of remaining NOI will not be sufficient to achieve the Loanminimum Debt Service Coverage Ratio, Administrative Agent shall recalculate the Maximum Availability Amount based upon the anticipated NOI and Borrowers shall make a principal payment on the Loan pursuant to Section 1.8 hereof); (iii) Tenants of the Improvements (or replacement Tenants) sufficient to satisfy the requirements of clause (ii) above have agreed in a manner satisfactory to Administrative Agent, in its good faith business judgment, that they will continue or extend their Leases for the terms then in effect following the Restoration (with construction and/or initial occupancy requirements extended by the time necessary to complete the Restoration); (iv) Borrower the Operating Partnership has presented evidence reasonably satisfactory to Administrative Agent, and Administrative Agent has reasonably determined, that the Restoration and the completion of the Improvements in accordance with this Agreement, can be accomplished within a reasonable period of time and in any event prior to the Maturity Date; (v) Borrower the Operating Partnership has delivered or caused to be delivered to Administrative Agent, and Administrative Agent has approved (not to be unreasonably withheld), complete, final plans and specifications (the "RESTORATION PLANS"“Restoration Plans”), for the work to be performed in connection with the Restoration (hereinafter called the "RESTORATION WORK"“Restoration Work”) prepared and sealed by an architect or Engineer engineer, with evidence reasonably satisfactory to Administrative Agent of the approval of the Restoration Plans by Tenants whose continued occupancy is needed to satisfy the requirements of clause (ii) above and whose spaces are affected and all Tribunals whose approval is required; (vi) Borrower the Operating Partnership has delivered or caused to be delivered to Administrative Agent a signed estimate prepared and signed by the applicable Project Owner's Borrowers’ architect or Engineerengineer, stating the entire estimated cost of completing the Restoration Work; (vii) if Administrative Agent determines, in the exercise of its good faith business judgment, that (A) the estimated cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (B) the available Proceeds held by Administrative Agent, then the Loan Parties Borrowers shall deposit with Administrative Agent an amount, in cash, sufficient to cover the excess cost, which shall be held and disbursed by Administrative Agent to the pay the costs of such Restoration Work prior to the disbursement of any Proceeds; and (viii) Administrative Agent and the other Lenders will not incur any liability to any Person as a result of such use of the Proceeds. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Administrative Agent may, at its option, apply such Proceeds to the Obligations, whether or not due, in such order and manner as Administrative Agent elects. Notwithstanding the foregoing, if the Proceeds in respect of any casualty or any condemnation or taking are less than $100,000, such Proceeds shall be paid directly to Borrower for Restoration of the Project without compliance with the foregoing conditions. (b) To the extent that Administrative Agent elects to apply the Proceeds to the Restoration, then disbursement of the Proceeds for such costs of the Restoration shall be subject to and in accordance with the provisions of this Agreement governing Advance Requests and Advances. If Administrative Agent determines from time to time, in its good faith business judgment, that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Administrative Agent plus all other funds, if any, readily available for such Restoration (including excess funds previously contributed by such Loan Parties Borrowers to Administrative Agent for the purpose of the Restoration), then the Loan Parties Borrowers shall contribute such additional funds, in cash, to Administrative Agent to cover the excess cost before Administrative Agent shall be required to disburse any such Proceeds or other available funds for Restoration costs. All such funds provided by the Loan Parties Borrowers to cover excess costs shall be used for such Restoration costs prior to disbursement of any of the Proceeds for such costs. (c) Any such Proceeds held by Administrative Agent under this Section shall be held in an interest-bearing account for the benefit of the Loan Parties until disbursed for Restoration or applied against the Obligations. Administrative Agent's ’s receipt and custody of such Proceeds shall not constitute a repayment of any of the Obligations, Obligations unless and until such Proceeds are applied against the Obligations in accordance with this Agreement. No disbursement of such Proceeds for Restoration costs shall constitute an Advance or increase the principal amount of the Loan. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be, at Administrative Agent's ’s election, (i) applied against the Obligations in such manner and order as Administrative Agent elects, or (ii) returned to the Loan PartiesOperating Partnership, on behalf of Borrowers. (d) In any event, upon the occurrence and during the continuation of a Default not cured pursuant to this Agreement, at any time, Administrative Agent may (but has no obligation to) apply all or any portion of such Proceeds, or additional funds provided by the Loan PartiesBorrowers, in Administrative Agent's ’s possession to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent elects, and/or to the cure of any Default (or Potential Default) without waiving the same.

Repair and Restoration. Notwithstanding the provisions of Section 2.7 above, in the event that less than thirty percent (a30%) If any of the Improvements are (determined by reference to the value of the Property located on the Real Property have been destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Agreement, or in the event any Project in the Collateral Pool or portion thereof is condemned or taken under power of eminent domain that less than fifteen percent (or transferred in lieu thereof), Administrative Agent will elect (under SECTIONS 2.3 or 2.4, as applicable15%) to apply the insurance proceeds or condemnation proceeds (or the proceeds of transfer in lieu thereof) which remain after payment of the costs of collection thereof as provided in SECTION 2.3 and 2.4 Real Property (called determined by reference to the "PROCEEDS" below in this Section), or so much thereof as is required, to restoration value of the property damaged as nearly as practicable to its value, character and condition immediately prior to such casualty (the "RESTORATION"), provided that all of the following conditions precedent are satisfied in full not later than one hundred and twenty (120Property) days after the date on which the casualty loss occurred or title to the portion of the Project is taken (or transferred in lieu thereof) vested in the condemning authority, each case as the case may be: (i) no Default or Potential Default then exists; (ii) Borrower has presented evidence reasonably satisfactory to Administrative Agent and Administrative Agent has reasonably determined, that (A) the remaining portions of the Improvements can be feasibly redesigned and reconstructed to such a condition that the Improvements thereon, upon completion of such redesign or reconstruction, can be operated profitably again for its original intended purpose, and (B) the net income to be generated agreed by the remaining Improvements and damaged improvements, when completed, together with additional proceeds paid by the Loan Parties to Administrative Agent will be sufficient to satisfy the operating hurdles which are conditions precedent to the extension of the Maturity Date of the Loan set forth in SECTION 1.5 hereof prior to the Maturity Date of the Loan; (iii) Tenants of the Improvements sufficient to satisfy the requirements of clause (ii) above have agreed in a manner satisfactory to Administrative Agent, in its good faith business judgment, that they will continue or extend their Leases for the terms then in effect following the Restoration (with construction and/or initial occupancy requirements extended by the time necessary to complete the Restoration); (iv) Borrower has presented evidence reasonably satisfactory to Administrative Agent, and Administrative Agent has reasonably determined, that the Restoration and the completion of the Improvements in accordance with this Agreement, can be accomplished within a reasonable period of time and in any event prior to the Maturity Date; (v) Borrower has delivered or caused to be delivered to Administrative Agent, and Administrative Agent has approved (not to be unreasonably withheld), complete, final plans and specifications (the "RESTORATION PLANS"), for the work to be performed in connection with the Restoration (hereinafter called the "RESTORATION WORK") prepared and sealed by an architect or Engineer with evidence reasonably satisfactory to Administrative Agent of the approval of the Restoration Plans by Tenants whose continued occupancy is needed to satisfy the requirements of clause (ii) above and whose spaces are affected and all Tribunals whose approval is required; (vi) Borrower has delivered or caused to be delivered to Administrative Agent a signed estimate prepared and signed by the applicable Project Owner's architect or Engineer, stating the entire cost of completing the Restoration Work; (vii) if Administrative Agent determines, Beneficiary in the exercise of its good faith business judgment), then if and so long as: (1) no Event of Default or Default is then continuing hereunder or under any of the other Loan Documents, and (2) the Property can, in Beneficiary’s reasonable judgment, with diligent restoration or repair, be returned to a condition at least equal (or substantially similar) to the condition thereof that existed prior to the casualty or partial taking causing the loss or damage by the earlier to occur of (A) the estimated cost expiration of the Restoration Work substantially business income (loss of rents) insurance in respect of the Property and (B) six (6) months prior to the stated maturity date of the Note; and (3) all necessary Governmental Permits can be obtained to allow the rebuilding and re-occupancy of the Property in accordance with the Restoration Plans exceeds (B) the available Proceeds held by Administrative Agent, then the Loan Parties shall deposit with Administrative Agent an amount, in cash, sufficient to cover the excess cost, which shall be held and disbursed by Administrative Agent to the pay the costs of such Restoration Work prior to the disbursement of any ProceedsDocuments; and (viii4) Administrative Agent there are sufficient sums available (through insurance proceeds or condemnation awards and contributions by Grantor, the other Lenders full amount of which shall, at Beneficiary’s option, have been deposited with Beneficiary) for such restoration or repair (including, without limitation, for any costs and expenses of Beneficiary to be incurred in administering said restoration or repair) and for payment of principal and interest to become due and payable under the Note during such restoration or repair; and (5) after such restoration and stabilization the fair market value and cash flow of the Property is expected to be at least equal to the fair market value of the Property or cash flow immediately prior to such condemnation or casualty (assuming that the affected portion of the property is relet within a reasonable period after such condemnation or casualty); and (6) the economic feasibility of the Improvements after such restoration or repair and stabilization will be such that income from their operation is reasonably anticipated to be sufficient to pay operating expenses of the Property and debt service on the Loan in full with the same coverage ratio considered by Beneficiary in its determination to make the Loan; including, but not incur limited to, an assessment of the impact of the termination of any liability Leases due to any Person such casualty or condemnation; and (7) Grantor shall have delivered to Beneficiary, at Grantor’s sole cost and expense, an appraisal report in form and substance reasonably satisfactory to Beneficiary appraising the value of the Property as a result proposed to be restored or repaired to be not less than the appraised value of the Property considered by Beneficiary in its determination to make the Loan; and (8) Grantor so elects by written notice delivered to Beneficiary within fifteen (15) days after settlement of the aforesaid insurance or condemnation claim; then, Beneficiary shall, solely for the purposes of such use restoration or repair, advance so much of the Proceeds. If all remainder of the foregoing conditions have not been satisfied within the time limit specified above, then Administrative Agent may, at its option, apply such Proceeds sums collected pursuant to the Obligations, whether or not due, in such order and manner Section 2.7 as Administrative Agent elects. Notwithstanding the foregoing, if the Proceeds in respect of any casualty or any condemnation or taking are less than $100,000, such Proceeds shall may be paid directly to Borrower for Restoration of the Project without compliance with the foregoing conditions. (b) To the extent that Administrative Agent elects to apply the Proceeds to the Restoration, then disbursement of the Proceeds required for such costs of the Restoration shall be subject to restoration or repair, and in accordance with the provisions of this Agreement governing Advance Requests and Advances. If Administrative Agent determines from time to time, in its good faith business judgment, that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held any funds deposited by Administrative Agent plus all other funds, if any, readily available for such Restoration (including excess funds previously contributed by such Loan Parties to Administrative Agent for the purpose of the Restoration), then the Loan Parties shall contribute such additional funds, in cashGrantor therefor, to Administrative Agent to cover Grantor in the excess cost before Administrative Agent shall manner and upon such terms and conditions as would be required to disburse by a prudent construction lender, with any such Proceeds or other available funds remainder being applied by Beneficiary for Restoration costs. All such funds provided by the Loan Parties to cover excess costs shall be used for such Restoration costs prior to disbursement of any of the Proceeds for such costs. (c) Any such Proceeds held by Administrative Agent under this Section shall be held in an interest-bearing account for the benefit payment of the Loan Parties until disbursed for Restoration in which event no prepayment premium or applied against penalty or other exit fee shall be payable by Grantor in whatever order Beneficiary directs in its sole and absolute discretion. Such terms and conditions include, but are not limited to, the Obligations. Administrative Agent's receipt prior approval by Beneficiary of plans and custody specifications, contractors and construction contracts and the furnishing to Beneficiary of such Proceeds shall not constitute a repayment of any of the Obligationspermits, unless bonds, lien waivers, invoices, receipts and until such Proceeds are applied against the Obligations in accordance with this Agreement. No disbursement of such Proceeds for Restoration costs shall constitute an Advance or increase the principal amount of the Loan. If surplus Proceeds remain after completion of the Restoration affidavits from contractors and payment of all costs therefor, then such surplus Proceeds shall be, at Administrative Agent's election, (i) applied against the Obligations in such manner and order as Administrative Agent elects, or (ii) returned to the Loan Parties. (d) In any event, upon the occurrence and during the continuation of a Default at any time, Administrative Agent may (but has no obligation to) apply all or any portion of such Proceeds, or additional funds provided by the Loan Partiessubcontractors, in Administrative Agent's possession form and substance satisfactory to the payment of the Obligations, whether or not due, Beneficiary in such order and manner as Administrative Agent elects, and/or to the cure of any Default (or Potential Default) without waiving the sameits reasonable discretion.

Repair and Restoration. (a) If any of the Improvements are destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Agreement, or in the event any Project in the Collateral Pool or portion thereof is condemned or taken under power of eminent domain (or transferred in lieu thereof), Administrative Agent will elect (under SECTIONS 2.3 or 2.4, as applicable) to apply the insurance proceeds or condemnation proceeds (or the proceeds of transfer in lieu thereof) which remain after payment of the costs of collection thereof as provided in SECTION 2.3 and 2.4 (called the "PROCEEDS" below in this Section), or so much thereof as is required, to restoration of the property damaged as nearly as practicable to its value, character and condition immediately prior to such casualty (the "RESTORATION"), provided that all of the following conditions precedent are satisfied in full not later than one hundred and twenty (120) days after the date on which the casualty loss occurred or title to the portion of the Project Property taken (or transferred in lieu thereof) vested in the condemning authority, as the case may be: (i) no Default or Potential Default then exists; (ii) Borrower has presented evidence reasonably satisfactory to Administrative Agent and Administrative Agent has reasonably determined, that (A) the remaining portions of the Improvements can be feasibly redesigned and reconstructed to such a condition that the Improvements thereon, upon completion of such redesign or reconstruction, can be operated profitably again for its original intended purpose, and (B) the net income to be generated by the remaining Improvements and damaged improvements, when completed, together with additional proceeds paid by the Loan Parties to Administrative Agent will be sufficient to satisfy the operating hurdles which are conditions precedent to the extension of the Maturity Date of the Loan set forth in SECTION 1.5 hereof prior to the Maturity Date of the Loan; (iii) Tenants of the Improvements sufficient to satisfy the requirements of clause (ii) above have agreed in a manner satisfactory to Administrative Agent, in its good faith business judgment, that they will continue or extend their Leases for the terms then in effect following the Restoration (with construction and/or initial occupancy requirements extended by the time necessary to complete the Restoration); (iv) Borrower has presented evidence reasonably satisfactory to Administrative Agent, and Administrative Agent has reasonably determined, that the Restoration and the completion of the Improvements in accordance with this Agreement, can be accomplished within a reasonable period of time and in any event prior to the Maturity Date; (v) Borrower has delivered or caused to be delivered to Administrative Agent, and Administrative Agent has approved (not to be unreasonably withheld), complete, final plans and specifications (the "RESTORATION PLANS"), for the work to be performed in connection with the Restoration (hereinafter called the "RESTORATION WORK") prepared and sealed by an architect or Engineer with evidence reasonably satisfactory to Administrative Agent of the approval of the Restoration Plans by Tenants whose continued occupancy is needed to satisfy the requirements of clause (ii) above and whose spaces are affected and all Tribunals whose approval is required; (vi) Borrower has delivered or caused to be delivered to Administrative Agent a signed estimate prepared and signed by the applicable Project OwnerBorrower's architect or Engineer, stating the entire cost of completing the Restoration Work; (vii) if Administrative Agent determines, in the exercise of its good faith business judgment, that (A) the estimated cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (B) the available Proceeds held by Administrative Agent, then the Loan Parties shall deposit with Administrative Agent an amount, in cash, sufficient to cover the excess cost, which shall be held and disbursed by Administrative Agent to the pay the costs of such Restoration Work prior to the disbursement of any Proceeds; and (viii) Administrative Agent and the other Lenders will not incur any liability to any Person as a result of such use of the Proceeds. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Administrative Agent may, at its option, apply such Proceeds to the Obligations, whether or not due, in such order and manner as Administrative Agent elects. Notwithstanding the foregoing, if the Proceeds in respect of any casualty or any condemnation or taking are less than $100,000, such Proceeds shall be paid directly to Borrower for Restoration of the Project Property without compliance with the foregoing conditions. (b) To the extent that Administrative Agent elects to apply the Proceeds to the Restoration, then disbursement of the Proceeds for such costs of the Restoration shall be subject to and in accordance with the provisions of this Agreement governing Advance Requests and Advances. If Administrative Agent determines from time to time, in its good faith business judgment, that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Administrative Agent plus all other funds, if any, readily available for such Restoration (including excess funds previously contributed by such Loan Parties to Administrative Agent for the purpose of the Restoration), then the Loan Parties Party shall contribute such additional funds, in cash, to Administrative Agent to cover the excess cost before Administrative Agent shall be required to disburse any such Proceeds or other available funds for Restoration costs. All such funds provided by the Loan Parties Party to cover excess costs shall be used for such Restoration costs prior to disbursement of any of the Proceeds for such costs. (c) Any such Proceeds held by Administrative Agent under this Section shall be held in an interest-bearing account for the benefit of the Loan Parties until disbursed for Restoration or applied against the Obligations. Administrative Agent's receipt and custody of such Proceeds shall not constitute a repayment of any of the Obligations, unless and until such Proceeds are applied against the Obligations in accordance with this Agreement. No disbursement of such Proceeds for Restoration costs shall constitute an Advance or increase the principal amount of the Loan. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be, at Administrative Agent's election, (i) applied against the Obligations in such manner and order as Administrative Agent elects, or (ii) returned to the Loan Parties. (d) In any event, upon the occurrence and during the continuation of a Default at any time, Administrative Agent may (but has no obligation to) apply all or any portion of such Proceeds, or additional funds provided by the Loan PartiesParty, in Administrative Agent's possession to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent elects, and/or to the cure of any Default (or Potential Default) without waiving the same.