REASONABLE PROMPTNESS FOLLOWING ANY CASUALTY OR
CONDEMNATION NOTIFY BORROWER WHETHER OR NOT NET PROCEEDS ARE REQUIRED TO BE MADE
AVAILABLE TO BORROWER FOR RESTORATION PURSUANT TO THIS SECTION 6.4.
ALL NET
PROCEEDS NOT REQUIRED TO BE MADE AVAILABLE FOR RESTORATION SHALL BE RETAINED AND
APPLIED BY LENDER IN ACCORDANCE WITH SECTION 2.3.2(A) HEREOF (A "NET PROCEEDS
PREPAYMENT").
IF SUCH NET PROCEEDS PREPAYMENT SHALL BE EQUAL TO OR GREATER THAN
TEN MILLION THREE HUNDRED NINETY-FIVE THOUSAND AND 00/100 DOLLARS
($10,395,000.00); BORROWER SHALL HAVE THE RIGHT TO ELECT TO PREPAY THE REMAINING
OUTSTANDING PRINCIPAL BALANCE OF THE NOTE (A "CASUALTY/CONDEMNATION PREPAYMENT")
IN ACCORDANCE WITH SECTION 2.3.2(B) HEREOF UPON SATISFACTION OF THE FOLLOWING
CONDITIONS:
(I) WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF THE NET PROCEEDS
PREPAYMENT, BORROWER SHALL PROVIDE LENDER WITH WRITTEN NOTICE OF BORROWER'S
INTENTION TO PAY THE NOTE IN FULL, (II) BORROWER SHALL PREPAY THE NOTE IN
ACCORDANCE WITH SECTION 2.3.2(B) HEREOF ON OR BEFORE THE SECOND PAYMENT DATE
OCCURRING FOLLOWING THE DATE OF THE NET PROCEEDS PREPAYMENT, AND (III) NO EVENT
OF DEFAULT SHALL EXIST ON THE DATE OF SUCH CASUALTY/CONDEMNATION PREPAYMENT.
NOTWITHSTANDING ANYTHING IN SECTION 6.2 OR SECTION 6.3 TO THE CONTRARY, BORROWER
SHALL HAVE NO OBLIGATION TO COMMENCE RESTORATION OF THE PROPERTY UPON DELIVERY
OF THE WRITTEN NOTICE SET FORTH IN CLAUSE (I) OF THE PRECEDING SENTENCE (UNLESS
BORROWER SUBSEQUENTLY SHALL FAIL TO SATISFY THE REQUIREMENT OF CLAUSE (II) OF
THE PRECEDING SENTENCE).
(F)
NOTWITHSTANDING THE FOREGOING, PROVIDED THE ANCHOR TENANT LEASE
CONTINUES TO BE IN FULL FORCE AND EFFECT, ANCHOR TENANT REMAINS THE ANCHOR
TENANT UNDER THE ANCHOR TENANT LEASE, AND NO DEFAULT SHALL THEN EXIST UNDER THE
ANCHOR TENANT LEASE, THE ANCHOR TENANT LEASE SHALL GOVERN AND CONTROL IN THE
EVENT OF A CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION 6.4 AND THE ANCHOR
TENANT LEASE REGARDING RESTORATION OF THE PROPERTY.
ARTICLE VII
RESERVE FUNDS
SECTION 7.1.
REQUIRED REPAIR FUNDS.
7.1.1
DEPOSITS. BORROWER SHALL PERFORM THE REPAIRS AT THE PROPERTY, IF
ANY, AS MORE PARTICULARLY SET FORTH ON SCHEDULE III HERETO (SUCH REPAIRS
HEREINAFTER REFERRED TO AS "REQUIRED REPAIRS") WITHIN NINE (9) MONTHS FROM THE
CLOSING DATE, OR SUCH EARLIER TIME AS SPECIFIED ON SCHEDULE III. IF BORROWER HAS
NOT DELIVERED TO LENDER EVIDENCE REASONABLY SATISFACTORY TO LENDER THAT IT HAS
COMPLETED ALL REQUIRED REPAIRS ON OR BEFORE THE DATE THAT IS SIX (6) MONTHS FROM
THE CLOSING DATE, OR SUCH EARLIER TIME AS SPECIFIED ON SCHEDULE III, BORROWER
SHALL DEPOSIT WITH LENDER THE AMOUNT FOR THE PROPERTY SET FORTH ON SUCH
SCHEDULE III HERETO, IF ANY (LESS THE AMOUNT ALLOCATED TO THE PERFORMANCE OF
REQUIRED REPAIRS FOR WHICH EVIDENCE OF COMPLETION HAS BEEN DELIVERED TO LENDER),
TO PERFORM THE REQUIRED REPAIRS FOR THE PROPERTY.
AMOUNTS SO DEPOSITED WITH
LENDER, IF ANY, SHALL BE HELD BY LENDER IN AN INTEREST BEARING ACCOUNT.
AMOUNTS
SO DEPOSITED, IF ANY, SHALL HEREINAFTER BE REFERRED TO AS BORROWER'S "REQUIRED
REPAIR FUND" AND THE ACCOUNT, IF ANY, IN WHICH SUCH AMOUNTS ARE HELD SHALL
HEREINAFTER BE REFERRED TO AS BORROWER'S