THE COST OF THE RESTORATION; AND
(K)
THE MANAGEMENT AGREEMENT IN EFFECT AS OF THE DATE OF THE OCCURRENCE
OF SUCH CASUALTY OR CONDEMNATION, WHICHEVER THE CASE MAY BE, SHALL (1) REMAIN IN
FULL FORCE AND EFFECT DURING THE RESTORATION AND SHALL NOT OTHERWISE TERMINATE
AS A RESULT OF THE CASUALTY OR CONDEMNATION OR THE RESTORATION OR (2) IF
TERMINATED, SHALL HAVE BEEN REPLACED WITH A REPLACEMENT MANAGEMENT AGREEMENT
WITH A QUALIFIED MANAGER, PRIOR TO THE OPENING OR REOPENING OF THE APPLICABLE
INDIVIDUAL PROPERTY OR ANY PORTION THEREOF FOR BUSINESS WITH THE PUBLIC.
(II)
THE NET PROCEEDS SHALL BE HELD BY LENDER IN AN INTEREST-BEARING
ACCOUNT (WITH INTEREST ACCRUING FOR THE BENEFIT OF BORROWER) AND, UNTIL
DISBURSED IN ACCORDANCE WITH THE PROVISIONS OF THIS ‎SECTION 6.4(B) SHALL
CONSTITUTE ADDITIONAL SECURITY FOR THE DEBT AND OTHER OBLIGATIONS UNDER THE LOAN
DOCUMENTS.
THE NET PROCEEDS SHALL BE DISBURSED BY LENDER TO, OR AS DIRECTED BY,
BORROWER OR PROPERTY GUARANTOR FROM TIME TO TIME DURING THE COURSE OF THE
RESTORATION, UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY TO LENDER 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) TO THE DATE OF THE
REQUEST IN CONNECTION WITH THE RESTORATION 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 INDIVIDUAL PROPERTY WHICH HAVE NOT EITHER BEEN
FULLY BONDED TO THE REASONABLE SATISFACTION OF LENDER AND DISCHARGED OF RECORD
OR IN THE ALTERNATIVE FULLY INSURED TO THE REASONABLE SATISFACTION OF LENDER 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 RESPECTS BY
LENDER AND BY AN INDEPENDENT CONSULTING ENGINEER SELECTED BY LENDER (THE
"CASUALTY CONSULTANT"), SUCH REVIEW AND ACCEPTANCE SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
LENDER SHALL HAVE THE USE OF THE PLANS AND
SPECIFICATIONS AND THE BENEFIT OF 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 AS WELL
AS THE CONTRACTS UNDER WHICH THEY HAVE BEEN ENGAGED, SHALL BE SUBJECT TO PRIOR
REVIEW AND ACCEPTANCE BY LENDER AND THE CASUALTY CONSULTANT, SUCH REVIEW AND
ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
ALL
REASONABLE COSTS AND EXPENSES INCURRED BY LENDER IN CONNECTION WITH MAKING THE
NET PROCEEDS AVAILABLE FOR THE RESTORATION INCLUDING, WITHOUT LIMITATION,
70
REASONABLE COUNSEL FEES AND DISBURSEMENTS AND THE CASUALTY CONSULTANT'S FEES,
SHALL BE PAID BY BORROWER OR PROPERTY GUARANTOR.
(IV)
IN NO EVENT SHALL LENDER BE OBLIGATED TO MAKE DISBURSEMENTS OF THE NET
PROCEEDS IN EXCESS OF AN AMOUNT EQUAL TO THE COSTS ACTUALLY INCURRED FROM TIME
TO TIME FOR WORK IN PLACE AS PART OF THE RESTORATION, AS CERTIFIED BY THE