11-14-01 2. LOAN AGREEMENT - Laserfiche WebLink

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If a Default has occurred and is continuing, all Net Proceeds shall be deposited with the Trustee for application in accordance with the Indenture. In the event the Project Facilities or any portion thereof is destroyed by fire or other casualty and Net Proceeds exceed$250,000,all Net Proceeds shall be deposited with the Trustee for credit to the Insurance and Award Account,unless the Borrower shall notify the Trustee of the Borrower's election to redeem all then redeemable outstanding Bonds as hereinafter provided,in which case all Net Proceeds shall be deposited in the Optional Redemption Fund for redemption of Bonds available to be redeemed because of such destruction or casualty. Notwithstanding the foregoing, Net Proceeds from business interruption insurance shall be deposited in the Revenue Fund as a portion of Monthly Net Project Revenues. If Net Proceeds from the damage or destruction is estimated to exceed$250,000,then the Borrower shall within 60 days after such damage or destruction elect one of the following two options by written notice of such election to the Trustee(to the extent an option is available): (a) Option A-Repair and Restoration. The Borrower may elect to repair,reconstruct and restore the damaged Project Facilities;provided that the Borrower certifies in writing to the Trustee that such repair,reconstruction or restoration is reasonably expected to be completed within twelve (12) months after the damage or destruction. In such event, the Borrower shall proceed forthwith to repair, reconstruct and restore the damaged or destroyed Project Facilities to substantially the same condition and value as existed prior to the event causing such damage or destruction and,to the extent necessary to accomplish such repair, reconstruction and restoration,the Borrower shall apply the Net Proceeds of any insurance relating to such damage or destruction received by the Borrower from the Trustee to the payment or reimbursement of the costs thereof. So long as no Default exists,any Net Proceeds of insurance relating to such damage or destruction received by the Trustee shall be released from time to time by the Trustee to the Borrower upon the receipt of a Certificate of the Authorized Borrower Representative specifying the expenditures made or to be made or the indebtedness incurred in connection with such repair, reconstruction and restoration and stating that such Net Proceeds, together with any other moneys legally available for such purposes, will be sufficient to complete such repair,reconstruction and restoration. In the event the Borrower shall elect this Option A,the Borrower shall complete the repair, reconstruction and restoration of the Project Facilities, whether or not the Net Proceeds of insurance received by the Borrower for such purposes are sufficient to pay for the same. Net Proceeds (exclusive of amounts payable from business interruption insurance which may be directed to pay salaries or other operating costs of the Project) not required for the repair, reconstruction and restoration of the Project Facilities shall be applied to the prepayment of the Bonds. Prior to commencement of the repair, reconstruction or restoration, the Borrower shall deliver to the Trustee(i)one or more construction,equipment purchase or similar contracts providing for all work,materials and equipment required for the repair, reconstruction and restoration, and in each case containing a fixed or guaranteed maximum price for the same,and in each case accompanied by an assignment of the contract to the Trustee(in a form reasonably satisfactory to the Trustee)as security for the Bonds and the Borrower's performance under this Agreement,(ii)all other applicable items related to such work described in Section 2.01 of the Disbursing Agreement(other than paragraphs(i),(j),(1)and(n)),and(iii)a written opinion of Bond Counsel to the effect that completion of the repair, reconstruction or -36-