OF THE DISPUTE.
AFTER SUCH TEN (10) DAY PERIOD HAS
ELAPSED, IF LESSOR HAS NOT DISPUTED THE INFORMATION CONTAINED IN LESSEE'S
NOTICE, THE DISBURSING AGENT SHALL PROMPTLY DISBURSE TO LESSEE OR SUCH
CONTRACTORS AND SUPPLIERS, AS THE CASE MAY BE, OUT OF THE NET PROCEEDS THE
AMOUNT OF SUCH COSTS AND EXPENSES, SUBJECT, HOWEVER, TO CLAUSE (V) BELOW.
(IV)
LESSEE SHALL HAVE THE RIGHT TO SUBMIT A DISPUTE OF THE TYPE
DESCRIBED IN SECTION 14.4(B)(III), OR ANY OTHER DISPUTE ARISING THEREUNDER, FOR
RESOLUTION IN ACCORDANCE WITH THE ARBITRATION PROCEDURE.
(V)
THE NET PROCEEDS HELD BY THE DISBURSING AGENT SHALL BE DISBURSED
IN ACCORDANCE WITH REASONABLE CONSTRUCTION-LENDING DISBURSEMENT REQUIREMENTS,
INCLUDING THAT (A) NO EVENT OF DEFAULT EXISTS AT THE TIME OF THE REQUESTED
DISBURSEMENT, (B) THE RESTORATION COMPLIES WITH THE REQUIREMENTS SET FORTH
HEREIN WITH RESPECT TO ALTERATIONS (INCLUDING THE REQUIREMENT THAT ALL
ALTERATIONS COMPLY WITH ALL APPLICABLE LAW AND RESTRICTIONS), (C) ALL PLANS AND
SPECIFICATIONS FOR THE RESTORATION HAVE BEEN REVIEWED AND APPROVED BY LESSOR AND
MORTGAGEE IN THEIR REASONABLE DISCRETION TO THE EXTENT THE SAME REQUIRE REVIEW
AND APPROVAL UNDER ARTICLE IX HEREOF, (D) THE DISBURSING AGENT SHALL HAVE
RECEIVED ALL LIEN WAIVERS IN ACCORDANCE WITH LOCAL CONSTRUCTION PRACTICES, AND
(E) THE DISBURSING AGENT MAY RETAIN APPROPRIATE RETAINAGES (WHICH IN NO EVENT
WILL EXCEED 10 PERCENT BY TRADE) UNTIL THE RESTORATION IS SUBSTANTIALLY COMPLETE
IN ACCORDANCE WITH THE TERMS HEREOF.
(C)
SUBSEQUENT TO THE SUBSTANTIAL COMPLETION OF THE RESTORATION OF THE
IMPROVEMENTS IN ACCORDANCE WITH SECTION 14.2 OR 14.3(A) (AFTER RESERVING A
REASONABLE AMOUNT FOR THE FINAL COMPLETION OF SUCH RESTORATION):
21
(I)
NET CASUALTY PROCEEDS SHALL BE PAID TO AND RETAINED BY LESSEE;
AND
(II)
NET CONDEMNATION PROCEEDS SHALL BE EQUITABLY ALLOCATED AS
BETWEEN, AND PAID TO, LESSOR AND LESSEE, BASED ON THE RELATIVE VALUE OF LESSEE'S
CONDEMNED POSSESSORY INTEREST AND LESSOR'S CONDEMNED REVERSIONARY INTEREST,
TAKING INTO ACCOUNT LESSEE'S UNABATED RENT OBLIGATIONS UNDER SECTION 14.5 (AND
FAILING AGREEMENT BETWEEN THE PARTIES, THE ALLOCATION SHALL BE DETERMINED BY THE
APPRAISAL PROCEDURE).
(D)
UNTIL SUCH TIME AS IT IS DETERMINED WHETHER A CASUALTY OR
CONDEMNATION CONSTITUTES AN EVENT OF LOSS, AND IF SO, WHETHER LESSEE WILL
TERMINATE THIS LEASE PURSUANT TO SECTION 14.3(B), ALL NET PROCEEDS SHALL BE PAID
OVER TO AND HELD BY A DISBURSING AGENT APPOINTED AND ACTING IN ACCORDANCE WITH
SECTION 14.4(B)(I).
(E)
TO THE EXTENT THAT LESSEE SHALL HAVE SATISFIED ITS OBLIGATION
UNDER SECTION 12.1 TO PURCHASE INSURANCE BY ITS EXERCISE OF RIGHTS UNDER SECTION
12.1(H), OR LESSEE SHALL HAVE UTILIZED DEDUCTIBLES IN THE PURCHASE OF INSURANCE
REQUIRED UNDER SECTION 12.1, OR LESSEE SHALL HAVE FAILED TO SATISFY ITS
OBLIGATIONS UNDER SECTION 12.1, AND A RESULT THEREOF, NET CASUALTY PROCEEDS ARE
LESS THAN THEY OTHERWISE WOULD HAVE BEEN, LESSEE SHALL BE RESPONSIBLE FOR SUCH
DIFFERENCE AND, IF NET CASUALTY PROCEEDS ARE PAYABLE TO LESSOR, SHALL PAY SUCH
DIFFERENCE TO LESSOR AT THE SAME TIME AS NET CASUALTY PROCEEDS WOULD OTHERWISE
BE SO PAID.
SECTION 14.5.
RENT OBLIGATION WHEN LEASE CONTINUES.
FROM AND AFTER ANY
CASUALTY