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200507874
<br />(b) If any Condemnation Proceeds in accordance with Section 6.01(a), or any Insurance Proceeds in
<br />accordance with Section 3.04(a), are to be applied to the repair, restoration or rebuilding of the Property, then such
<br />proceeds shall be deposited into a segregated interest- bearing bank account at the Bank, which shall be an Eligible
<br />Account, held by Lender and shall be paid out from time to time to Borrower as the Work progresses (less any
<br />cost to Lender of recovering and paying out such proceeds, including, without limitation, reasonable attorneys'
<br />fees and costs allocable to inspecting the Work and the plans and specifications therefor) subject to Section 5.13
<br />hereof and to all of the following conditions:
<br />(i) An architect or engineer selected by Borrower and reasonably acceptable to Lender (an
<br />"Architect" or "Engineer ") or a Person otherwise reasonably acceptable to Lender, shall have delivered to
<br />Lender a certificate estimating the cost of completing the Work, and, if the amount set forth therein is more
<br />than the sum of the amount of Insurance Proceeds then being held by Lender in connection with a casualty
<br />and amounts agreed to be paid as part of a final settlement under the insurance policy upon or before
<br />completion of the Work, Borrower shall have delivered to Lender (A) cash collateral in an amount equal to
<br />such excess, (B) an unconditional, irrevocable, clean sight draft letter of credit, in form, substance and
<br />issued by a bank reasonably acceptable to Lender, in the amount of such excess and draws on such letter of
<br />credit shall be made by Lender to make payments pursuant to this Article III following exhaustion of the
<br />Insurance Proceeds therefore or (C) a completion bond in form, substance and issued by a surety company
<br />reasonably acceptable to Lender.
<br />(ii) If the cost of the Work is reasonably estimated by an Architect or Engineer in a
<br />certification reasonably acceptable to Lender to be equal to or exceed ten percent (10 %) of the Allocated
<br />Loan Amount, such Work shall be performed under the supervision of an Architect or Engineer, it being
<br />understood that the plans and specifications with respect thereto shall provide for Work so that, upon
<br />completion thereof, the Property shall be at least equal in replacement value and general utility to the
<br />Property prior to the damage or destruction.
<br />(iii) Each request for payment shall be made on not less than ten (10) days' prior notice to
<br />Lender and shall be accompanied by a certificate of an Architect or Engineer, or, if the Work is not
<br />required to be supervised by an Architect or Engineer, by an Officer's Certificate stating (A) that payment
<br />is for Work completed in compliance with the plans and specifications, if required under clause (ii) above,
<br />(B) that the sum requested is required to reimburse Borrower for payments by Borrower to date, or is due to
<br />the contractors, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering
<br />services or materials for the Work (giving a brief description of such services and materials), and that when
<br />added to all sums previously paid out by Lender does not exceed the value of the Work done to the date of
<br />such certificate, (C) if the sum requested is to cover payment relating to repair and restoration of personal
<br />property required or relating to the Property, that title to the personal property items covered by the request
<br />for payment is vested in Borrower (unless Borrower is lessee of such personal property), and (D) that the
<br />Insurance Proceeds and other amounts deposited by Borrower held by Lender after such payment is more
<br />than the estimated remaining cost to complete such Work; provided, however, that if such certificate is
<br />given by an Architect or Engineer, such Architect or Engineer shall certify as to clause (A) above, and such
<br />Officer's Certificate shall certify as to the remaining clauses above, and provided, further, that Lender shall
<br />not be obligated to disburse such funds if Lender determines, in Lender's reasonable discretion, that
<br />Borrower shall not be in compliance with this Section 3.04(b). Additionally, each request for payment
<br />shall contain a statement signed by Borrower stating that the requested payment is for Work satisfactorily
<br />done to date.
<br />(iv) Each request for payment shall be accompanied by waivers of lien, in customary form
<br />and substance, covering that part of the Work for which payment or reimbursement is being requested and,
<br />if required by Lender, a search prepared by a title company or licensed abstractor, or by other evidence
<br />satisfactory to Lender that there has not been filed with respect to the Property any mechanic's or other lien
<br />or instrument for retention of title relating to any part of the Work not discharged of record. Additionally,
<br />as to any personal property covered by the request for payment, Lender shall be furnished with evidence of
<br />I'D]
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