(30) DAYS AFTER THE
EXPIRATION OF THE OUTSIDE COMPLETION DATE, BUT PRIOR TO SUBSTANTIAL COMPLETION
OF REPAIR OR RESTORATION.
LESSOR AND LESSEE AGREE THAT THE OUTSIDE COMPLETION
DATE SHALL BE POSTPONED BY THE NUMBER OF DAYS THE REPAIR OR RESTRUCTURING WORK
IS DELAYED DUE TO FORCE MAJEUR AND SHALL TAKE INTO EFFECT ANY LESSEE DELAYS.
AS
USED HEREIN "LESSEE DELAY" SHALL MEAN ANY DELAYS RESULTING FROM THE ACTS OR
OMISSIONS OF LESSEE, ITS EMPLOYEES, AGENTS AND CONTRACTORS OR THEIR RESPECTIVE
CONTRACTORS OR VENDORS, INCLUDING, WITHOUT LIMITATION, AND LESSEE'S FAILURE TO
COMPLY WITH ANY OF ITS OBLIGATIONS UNDER THIS LEASE.
12.3
WHETHER OR NOT THIS LEASE IS TERMINATED AS
PROVIDED HEREIN OR PURSUANT TO APPLICABLE MEXICAN LAW, UPON NOTICE FROM LESSOR,
LESSEE SHALL ASSIGN TO LESSOR (OR TO ANY PARTY DESIGNATED BY LESSOR) ALL
INSURANCE PROCEEDS PAYABLE TO LESSEE UNDER LESSEE'S INSURANCE REQUIRED UNDER
SECTION 11.1(A); PROVIDED IF THE ESTIMATED COST TO REPAIR THE LEASED PROPERTY
EXCEEDS THE AMOUNT OF INSURANCE PROCEEDS RECEIVED BY LESSOR FROM LESSEE'S
INSURANCE CARRIER, THE EXCESS COST OF SUCH REPAIRS SHALL BE PAID BY LESSEE TO
LESSOR PRIOR TO LESSOR'S COMMENCEMENT OF REPAIRS.
WITHIN 15 DAYS OF DEMAND,
LESSEE SHALL ALSO PAY LESSOR FOR ANY ADDITIONAL EXCESS COSTS THAT ARE DETERMINED
DURING THE PERFORMANCE OF THE REPAIRS.
NO REPAIR OR RESTORATION WORK SHALL BE
UNDERTAKEN BY LESSOR UNTIL SUCH DEFICIENCY SHALL HAVE BEEN PAID TO LESSOR OR
UNTIL LESSEE SHALL HAVE DELIVERED TO LESSOR A SURETY BOND IN FORM AND AMOUNT
ISSUED BY A SURETY COMPANY OF RECOGNIZED RESPONSIBILITY OR SUCH OTHER SECURITY,
AS MAY BE SATISFACTORY TO LESSOR (FOR THE AMOUNT OF THE DEFICIENCY ONLY)
CONDITIONED UPON AND SECURING THE COMPLETION OF AND FULL PAYMENT FOR THE
RESTORATION AND REPAIR WORK.
UPON THE EXPIRATION OR SOONER TERMINATION OF THIS
LEASE PURSUANT TO THIS ARTICLE, ALL INSURANCE PROCEEDS THEN HELD BY LESSOR AND
ALL INSURANCE PROCEEDS PAYABLE BY INSURANCE CARRIERS BUT STILL IN THE HANDS OF
SUCH CARRIERS SHALL BECOME THE PROPERTY OF LESSOR.
HOWEVER, THE FOREGOING SHALL
IN NO WAY LIMIT OR REDUCE LESSEE'S OBLIGATIONS ON ACCOUNT OF ANY DEFICIENCY WITH
RESPECT THE AMOUNT OF SUCH PROCEEDS REQUIRED TO SO RESTORE, REPLACE, REPAIR OR
ALTER THE SAME.
9
12.4
ANY NET PROCEEDS OF INSURANCE UNDER THE POLICY
REQUIRED UNDER SECTION 11.1(B) SHALL BE HELD BY LESSOR AND APPLIED BY LESSOR
AGAINST PAYMENT OF THE RENT AS THEY BECOME DUE (ANY DEFICIENCY TO BE PAID BY
LESSEE) UNTIL THE REPAIR AND RESTORATION WORK IS COMPLETED AND FULLY PAID FOR,
AT WHICH TIME THE BALANCE OF SUCH PROCEEDS, IF ANY, REMAINING AFTER SUCH
APPLICATION SHALL BE PAID TO LESSEE, PROVIDED LESSOR HAS NOT GIVEN NOTICE OF
DEFAULT UNDER THIS LEASE AND THE APPLICABLE GRACE PERIOD, IF ANY, EXPIRED AND
PROVIDED FURTHER THAT SUCH EXCESS SHALL BE PAID TO LESSEE IF AND WHEN SUCH
DEFAULT HAS BEEN CURED WITHIN SUCH APPLICABLE GRACE PERIOD.
NOTWITHSTANDING THE
ABOVE, IF THIS LEASE IS TERMINATED AS PROVIDED HEREIN OR PURSUANT TO APPLICABLE
MEXICAN LAW, ALL NET PROCEEDS OF INSURANCE UNDER THE