BE
CONFIRMED BY ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION;
(G)
ADMINISTRATIVE AGENT SHALL BE SATISFIED THAT THE RESTORATION
WILL BE COMPLETED ON OR BEFORE THE EARLIEST TO OCCUR OF (1) NINETY (90) DAYS
PRIOR TO THE MATURITY DATE, (2) THE EXPIRATION OF THE INSURANCE COVERAGE
REFERRED TO IN SECTION 7.1(A)(III) ABOVE, (3) THE TIME REQUIRED FOR COMPLETION
UNDER ANY AFFECTED MAJOR LEASE, OR (4) SUCH TIME AS MAY BE REQUIRED UNDER
APPLICABLE ZONING LAW, ORDINANCE, RULE OR REGULATION IN ORDER TO REPAIR AND
RESTORE THE PROPERTY TO THE CONDITION IT WAS IN IMMEDIATELY PRIOR TO SUCH FIRE
OR OTHER CASUALTY OR TAKING;
(H)
THE PROPERTY AND THE USE THEREOF AFTER THE RESTORATION WILL BE
IN COMPLIANCE WITH AND PERMITTED UNDER THE LEASES, PROPERTY DOCUMENTS AND ALL
APPLICABLE LAW;
(I)
THE PROPERTY DOCUMENTS WILL REMAIN IN FULL FORCE AND EFFECT
DURING AND AFTER THE RESTORATION AND A PROPERTY DOCUMENT EVENT SHALL NOT OCCUR
AS A RESULT OF THE APPLICABLE CASUALTY, CONDEMNATION AND/OR RESTORATION; AND
84
(J)
SUBJECT TO EXCUSABLE DELAY, THE RESTORATION SHALL BE DONE AND
COMPLETED IN AN EXPEDITIOUS AND DILIGENT FASHION AND IN COMPLIANCE WITH THE
PROPERTY DOCUMENTS AND ALL APPLICABLE LAW.
(II)
THE NET
PROCEEDS SHALL BE HELD BY ADMINISTRATIVE AGENT, FOR THE BENEFIT OF LENDERS, AND,
UNTIL DISBURSED IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.4(B), SHALL
CONSTITUTE ADDITIONAL SECURITY FOR THE DEBT AND OTHER OBLIGATIONS UNDER THIS
AGREEMENT, THE SECURITY INSTRUMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS.
THE
NET PROCEEDS (OTHER THAN THE RENT LOSS PROCEEDS) SHALL BE DISBURSED BY
ADMINISTRATIVE AGENT TO, OR AS DIRECTED BY, BORROWER FROM TIME TO TIME DURING
THE COURSE OF THE RESTORATION, UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY
TO ADMINISTRATIVE AGENT THAT (A) ALL MATERIALS INSTALLED AND WORK AND LABOR
PERFORMED (EXCEPT TO THE EXTENT THAT THEY ARE TO BE PAID FOR OUT OF THE
REQUESTED DISBURSEMENT) IN CONNECTION WITH THE RELATED RESTORATION ITEM HAVE
BEEN PAID FOR IN FULL, AND (B) THERE EXIST NO NOTICES OF PENDENCY, STOP ORDERS,
MECHANIC'S OR MATERIALMAN'S LIENS OR NOTICES OF INTENTION TO FILE SAME, OR ANY
OTHER LIENS OR ENCUMBRANCES OF ANY NATURE WHATSOEVER ON THE PROPERTY (OTHER THAN
PERMITTED ENCUMBRANCES) WHICH HAVE NOT EITHER BEEN FULLY BONDED TO THE
REASONABLE SATISFACTION OF ADMINISTRATIVE AGENT AND DISCHARGED OF RECORD OR IN
THE ALTERNATIVE FULLY INSURED TO THE REASONABLE SATISFACTION OF ADMINISTRATIVE
AGENT BY THE TITLE COMPANY ISSUING THE TITLE INSURANCE POLICY.
(III)
ALL PLANS AND
SPECIFICATIONS REQUIRED IN CONNECTION WITH THE RESTORATION SHALL BE SUBJECT TO
PRIOR REVIEW AND ACCEPTANCE IN ALL REASONABLE RESPECTS BY ADMINISTRATIVE AGENT
AND BY AN INDEPENDENT CONSULTING ENGINEER SELECTED BY ADMINISTRATIVE AGENT (THE
"CASUALTY CONSULTANT").
ADMINISTRATIVE AGENT SHALL HAVE THE USE OF THE PLANS
AND SPECIFICATIONS AND ALL PERMITS, LICENSES AND APPROVALS REQUIRED OR OBTAINED
IN CONNECTION WITH THE RESTORATION.
THE IDENTITY OF THE CONTRACTORS,
SUBCONTRACTORS AND MATERIALMEN ENGAGED IN THE RESTORATION SHALL BE SUBJECT TO
PRIOR REVIEW AND REASONABLE ACCEPTANCE BY ADMINISTRATIVE AGENT.
ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY ADMINISTRATIVE AGENT IN