AS MAY BE
REASONABLY REQUESTED BY LENDER OR BY THE TITLE COMPANY, AND LENDER RECEIVES AN
ENDORSEMENT TO THE APPLICABLE TITLE INSURANCE POLICY INSURING THE CONTINUED
PRIORITY OF THE LIEN OF THE MORTGAGE AND EVIDENCE OF PAYMENT OF ANY PREMIUM
PAYABLE FOR SUCH ENDORSEMENT.
IF REQUIRED BY LENDER, THE RELEASE OF ANY SUCH
PORTION OF THE CASUALTY RETAINAGE SHALL BE APPROVED BY THE SURETY COMPANY, IF
ANY, WHICH HAS ISSUED A PAYMENT OR PERFORMANCE BOND WITH RESPECT TO SUCH
CONTRACTOR, SUBCONTRACTOR OR MATERIALMAN.
(V)
LENDER SHALL NOT BE OBLIGATED TO MAKE
DISBURSEMENTS OF THE NET PROCEEDS MORE FREQUENTLY THAN ONCE EVERY CALENDAR
MONTH.
(VI)
IN THE EVENT THE NET PROCEEDS ARE EQUAL TO OR
EXCEED THE RESTORATION THRESHOLD, IF AT ANY TIME THE NET PROCEEDS OR THE
UNDISBURSED BALANCE THEREOF SHALL NOT, IN THE GOOD FAITH OPINION OF LENDER IN
CONSULTATION WITH THE CASUALTY CONSULTANT, BE SUFFICIENT TO PAY IN FULL THE
BALANCE OF THE COSTS WHICH ARE ESTIMATED BY THE CASUALTY CONSULTANT TO BE
INCURRED IN CONNECTION WITH THE
194
COMPLETION OF THE RESTORATION, BORROWERS SHALL DEPOSIT THE DEFICIENCY (THE "NET
PROCEEDS DEFICIENCY") WITH LENDER BEFORE ANY FURTHER DISBURSEMENT OF THE NET
PROCEEDS SHALL BE MADE.
THE NET PROCEEDS DEFICIENCY DEPOSITED WITH LENDER SHALL
BE HELD BY LENDER AND SHALL BE DISBURSED FOR COSTS ACTUALLY INCURRED IN
CONNECTION WITH THE RESTORATION ON THE SAME CONDITIONS APPLICABLE TO THE
DISBURSEMENT OF THE NET PROCEEDS, AND UNTIL SO DISBURSED PURSUANT TO THIS
SECTION 6.4(C) SHALL CONSTITUTE ADDITIONAL SECURITY FOR THE DEBT AND THE OTHER
OBLIGATIONS.
(VII)
THE EXCESS, IF ANY, OF THE NET PROCEEDS AND THE
REMAINING BALANCE, IF ANY, OF THE NET PROCEEDS DEFICIENCY DEPOSITED WITH LENDER
AFTER THE CASUALTY CONSULTANT CERTIFIES TO LENDER THAT THE RESTORATION HAS BEEN
COMPLETED IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 6.4(C), AND THE
RECEIPT BY LENDER OF EVIDENCE REASONABLY SATISFACTORY TO LENDER THAT ALL COSTS
INCURRED IN CONNECTION WITH THE RESTORATION HAVE BEEN PAID IN FULL, SHALL BE
REMITTED BY LENDER TO THE APPLICABLE BORROWER, PROVIDED NO EVENT OF DEFAULT
SHALL HAVE OCCURRED AND SHALL BE CONTINUING.
(D)
ALL NET PROCEEDS NOT REQUIRED (I) TO BE MADE
AVAILABLE FOR THE RESTORATION OR (II) TO BE RETURNED TO A BORROWER AS EXCESS NET
PROCEEDS PURSUANT TO SECTION 6.4(C)(VII) HEREOF, MAY BE RETAINED AND APPLIED BY
LENDER IN ACCORDANCE WITH SECTION 2.4.2 HEREOF TOWARD THE PAYMENT OF THE DEBT
WHETHER OR NOT THEN DUE AND PAYABLE, IN SUCH ORDER, PRIORITY AND PROPORTIONS AS
LENDER IN ITS SOLE DISCRETION SHALL DEEM PROPER, OR, AT THE DISCRETION OF
LENDER, THE SAME MAY BE PAID, EITHER IN WHOLE OR IN PART, TO BORROWERS FOR SUCH
PURPOSES AS LENDER SHALL APPROVE, IN ITS REASONABLE DISCRETION.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF LENDER IS OBLIGATED UNDER THIS
AGREEMENT TO DISBURSE THE NET PROCEEDS TO BORROWERS FOR RESTORATION, AND IF
LENDER FAILS TO DO SO, THEN ANY OBLIGATION OF BORROWERS TO RESTORE OR REPAIR
SUCH PROPERTY UNDER THE LOAN DOCUMENTS SHALL NOT APPLY UNTIL SUCH NET PROCEEDS