OF THE DEFICIENCY, TO ELECT TO MAKE AVAILABLE FOR APPLICATION TO
THE COST OF REPAIR OR RESTORATION THE AMOUNT OF SUCH DEFICIENCY; PROVIDED,
HOWEVER, IN SUCH EVENT, UPON ANY DISBURSEMENT BY LANDLORD THEREOF, THE MINIMUM
RENT SHALL BE ADJUSTED AS PROVIDED IN SECTION 3.1.1(C). IN THE EVENT THAT
NEITHER LANDLORD NOR TENANT SHALL ELECT TO MAKE SUCH DEFICIENCY AVAILABLE FOR
RESTORATION, EITHER LANDLORD OR TENANT MAY TERMINATE THIS AGREEMENT WITH RESPECT
TO THE AFFECTED PROPERTY BY NOTICE TO THE OTHER, WHEREUPON, THIS AGREEMENT SHALL
SO TERMINATE AND
39
INSURANCE PROCEEDS SHALL BE DISTRIBUTED AS PROVIDED IN SECTION 10.2.1. IT IS
EXPRESSLY UNDERSTOOD AND AGREED, HOWEVER, THAT, NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, TENANT SHALL BE STRICTLY LIABLE AND SOLELY
RESPONSIBLE FOR THE AMOUNT OF ANY DEDUCTIBLE AND SHALL, UPON ANY INSURABLE LOSS,
PAY OVER THE AMOUNT OF SUCH DEDUCTIBLE TO LANDLORD AT THE TIME AND IN THE MANNER
HEREIN PROVIDED FOR PAYMENT OF THE APPLICABLE PROCEEDS TO LANDLORD.
10.2.4
DISBURSEMENT OF PROCEEDS. IN THE EVENT TENANT IS
REQUIRED TO RESTORE ANY PROPERTY PURSUANT TO SECTION 10.2 AND THIS AGREEMENT IS
NOT TERMINATED AS TO SUCH PROPERTY PURSUANT TO THIS ARTICLE 10, TENANT SHALL
COMMENCE (OR CAUSE TO BE COMMENCED) PROMPTLY AND CONTINUE DILIGENTLY TO
PERFORM (OR CAUSE TO BE PERFORMED) THE REPAIR AND RESTORATION OF SUCH PROPERTY
(HEREINAFTER CALLED THE "WORK"), SO AS TO RESTORE (OR CAUSE TO BE RESTORED) THE
APPLICABLE PROPERTY IN MATERIAL COMPLIANCE WITH ALL LEGAL REQUIREMENTS AND SO
THAT SUCH PROPERTY SHALL BE, TO THE EXTENT PRACTICABLE, SUBSTANTIALLY EQUIVALENT
IN VALUE AND GENERAL UTILITY TO ITS GENERAL UTILITY AND VALUE IMMEDIATELY PRIOR
TO SUCH DAMAGE OR DESTRUCTION. SUBJECT TO THE TERMS HEREOF, LANDLORD SHALL
ADVANCE THE INSURANCE PROCEEDS AND ANY ADDITIONAL AMOUNTS PAYABLE BY LANDLORD
PURSUANT TO SECTION 10.2.3 OR OTHERWISE DEPOSITED WITH LANDLORD TO TENANT
REGULARLY DURING THE REPAIR AND RESTORATION PERIOD SO AS TO PERMIT PAYMENT FOR
THE COST OF ANY SUCH RESTORATION AND REPAIR. ANY SUCH ADVANCES SHALL BE MADE NOT
MORE THAN MONTHLY WITHIN TEN (10) BUSINESS DAYS AFTER TENANT SUBMITS TO LANDLORD
A WRITTEN REQUISITION AND SUBSTANTIATION THEREFOR ON AIA FORMS G702 AND G703 (OR
ON SUCH OTHER FORM OR FORMS AS MAY BE REASONABLY ACCEPTABLE TO LANDLORD).
LANDLORD MAY, AT ITS OPTION, CONDITION ADVANCEMENT OF SUCH INSURANCE PROCEEDS
AND OTHER AMOUNTS ON (I) THE ABSENCE OF ANY EVENT OF DEFAULT, (II) ITS APPROVAL
OF PLANS AND SPECIFICATIONS OF AN ARCHITECT SATISFACTORY TO LANDLORD (WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED),
(III) GENERAL CONTRACTORS' ESTIMATES, (IV) ARCHITECT'S CERTIFICATES,
(V) CONDITIONAL LIEN WAIVERS OF GENERAL CONTRACTORS, IF AVAILABLE, (VI) EVIDENCE
OF APPROVAL BY ALL GOVERNMENTAL AUTHORITIES AND OTHER REGULATORY BODIES WHOSE
APPROVAL IS REQUIRED, (VII), IF TENANT HAS ELECTED TO ADVANCE DEFICIENCY FUNDS
PURSUANT TO SECTION 10.2.3, TENANT DEPOSITING THE AMOUNT THEREOF WITH LANDLORD
AND (VIII) SUCH OTHER CERTIFICATES AS LANDLORD MAY, FROM TIME TO TIME,
REASONABLY REQUIRE.
Landlord's obligation to disburse insurance proceeds under this Article 10 shall
be subject to the release of such