TO TENANT OR ITS DESIGNEE
LANDLORD'S ENTIRE INTEREST IN AND TO THE NET AWARD, ALL IN ACCORDANCE WITH
PARAGRAPH 20.
19.
Restoration.
(A)
IF ANY NET AWARD IS IN EXCESS OF THE THRESHOLD AMOUNT, THEN A
PORTION OF SUCH NET AWARD BELOW THE THRESHOLD AMOUNT AS TENANT SHALL REASONABLY
REQUIRE TO PERFORM IMMEDIATE REPAIRS OR OTHERWISE PREVENT FURTHER DAMAGE OR
INJURY TO OR AT THE LEASED PREMISES OR FOR IMMINENT HEALTH AND SAFETY REASONS
(INCLUDING ANY MITIGATIVE OR PROTECTIVE ACTIONS REQUIRED BY ANY LEGAL
REQUIREMENT (INCLUDING DIRECTIVES BY ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL
AGENCY) SHALL BE PROMPTLY PAID TO TENANT UPON REQUEST, AND LANDLORD (OR LENDER
IF REQUIRED UNDER THE TERMS OF THE LOAN) SHALL CAUSE THE PORTION OF THE NET
AWARD IN EXCESS OF THE THRESHOLD AMOUNT PLUS ANY PORTION OF THE FUNDS BELOW THE
THRESHOLD AMOUNT TO WHICH TENANT IS NOT ENTITLED OR AS TO WHICH TENANT HAS NOT
MADE A REQUEST AS DESCRIBED HEREINABOVE TO BE DEPOSITED WITH A TITLE COMPANY OR
INSTITUTIONAL LENDER, AS ESCROW AGENT, THAT IS MUTUALLY AND
35
REASONABLY ACCEPTABLE TO LANDLORD AND TENANT (AND TO LENDER, IF APPLICABLE),
HELD BY SUCH ESCROWEE IN A AN INTEREST-BEARING FUND (THE "RESTORATION FUND"),
AND DISBURSED FROM THE RESTORATION FUND IN ACCORDANCE WITH THE FOLLOWING
CONDITIONS:
(I)
PRIOR TO COMMENCEMENT OF RESTORATION, (A) THE ARCHITECTS,
CONTRACTS, CONTRACTORS, PLANS AND SPECIFICATIONS AND A BUDGET FOR THE
RESTORATION SHALL HAVE BEEN APPROVED BY LANDLORD (SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD, DELAYED OR CONDITIONED; IT BEING AGREED THAT RENZO PIANO
BUILDING WORKSHOP AND FOX & FOWLE ARCHITECTS PC (OR THEIR RESPECTIVE SUCCESSOR
FIRMS) ARE HEREBY PRE-APPROVED AS ARCHITECTS), (B) LANDLORD AND LENDER SHALL BE
PROVIDED WITH MECHANICS' LIEN INSURANCE (IF AVAILABLE) AND ACCEPTABLE
PERFORMANCE AND PAYMENT BONDS WHICH INSURE SATISFACTORY COMPLETION OF AND
PAYMENT FOR THE RESTORATION, ARE IN AN AMOUNT AND FORM AND HAVE A SURETY
REASONABLY ACCEPTABLE TO LANDLORD, AND NAME LANDLORD AND LENDER AS ADDITIONAL
DUAL OBLIGEES, AND (C) TO THE EXTENT PERMITTED BY APPLICABLE LAWS, APPROPRIATE
WAIVERS OF MECHANICS' AND MATERIALMEN'S LIENS SHALL HAVE BEEN FILED OR OBTAINED;
(II)
AT THE TIME OF ANY DISBURSEMENT, NO EVENT OF DEFAULT SHALL EXIST
AND NO MECHANICS' OR MATERIALMEN'S LIENS SHALL HAVE BEEN FILED AGAINST ANY OF
THE LEASED PREMISES AND REMAIN UNDISCHARGED;
(III)
DISBURSEMENTS SHALL BE MADE FROM TIME TO TIME IN AN AMOUNT NOT
EXCEEDING THE COST OF THE WORK COMPLETED SINCE THE LAST DISBURSEMENT (OTHER THAN
THE FIRST DISBURSEMENT), UPON RECEIPT OF (A) SATISFACTORY EVIDENCE, INCLUDING
ARCHITECTS' CERTIFICATES, OF THE STAGE OF COMPLETION, THE ESTIMATED TOTAL COST
OF COMPLETION AND PERFORMANCE OF THE WORK TO DATE IN A GOOD AND WORKMANLIKE
MANNER IN ACCORDANCE WITH THE CONTRACTS, PLANS AND SPECIFICATIONS, (B) WAIVERS
OF LIENS FOR PRIOR WORK PERFORMED AND PAID FOR, (C) CONTRACTORS' AND
SUBCONTRACTORS' SWORN STATEMENTS AS TO COMPLETED WORK AND THE COST THEREOF FOR
WHICH PAYMENT IS REQUESTED, (D) A SATISFACTORY BRINGDOWN OF TITLE INSURANCE AND
(E) OTHER EVIDENCE OF COST AND PAYMENT SO THAT LANDLORD CAN VERIFY THAT THE
AMOUNTS DISBURSED