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(B) SHALL CONSTITUTE ADDITIONAL SECURITY FOR THE DEBT AND OTHER
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
(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(B), AND THE RECEIPT BY
LENDER OF EVIDENCE SATISFACTORY TO LENDER THAT ALL COSTS INCURRED IN CONNECTION
WITH THE RESTORATION HAVE BEEN PAID IN FULL, SHALL BE REMITTED BY LENDER TO
BORROWER, PROVIDED NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND SHALL BE
CONTINUING UNDER THE NOTE, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(C)
ALL NET PROCEEDS NOT REQUIRED (I) TO BE MADE AVAILABLE FOR THE
RESTORATION OR (II) TO BE RETURNED TO BORROWER AS EXCESS NET PROCEEDS PURSUANT
TO SECTION 6.4(B)(VII) MAY BE RETAINED AND APPLIED BY LENDER 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 (PROVIDED NO
EVENT OF DEFAULT EXISTS, SUCH BORROWER SHALL NOT BE REQUIRED TO PAY ANY
PREPAYMENT CONSIDERATION IN CONNECTION WITH SUCH PAYMENT), OR, AT THE DISCRETION
OF LENDER, THE SAME MAY BE PAID, EITHER IN WHOLE OR IN PART, TO BORROWER FOR
SUCH PURPOSES AS LENDER SHALL DESIGNATE, IN ITS DISCRETION.
(D)
IN THE EVENT OF FORECLOSURE OF THE MORTGAGE WITH RESPECT TO AN
INDIVIDUAL PROPERTY, OR OTHER TRANSFER OF TITLE OF AN INDIVIDUAL PROPERTY IN
EXTINGUISHMENT IN WHOLE OR IN PART OF THE DEBT ALL RIGHT, TITLE AND INTEREST OF
BORROWER IN AND TO THE POLICIES THAT ARE NOT BLANKET POLICIES THEN IN FORCE
CONCERNING SUCH INDIVIDUAL PROPERTY AND ALL PROCEEDS PAYABLE THEREUNDER SHALL
THEREUPON VEST IN THE PURCHASER AT SUCH FORECLOSURE OR LENDER OR OTHER
TRANSFEREE IN THE EVENT OF SUCH OTHER TRANSFER OF TITLE.
(E)
LENDER SHALL WITH 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
SIXTY PERCENT (60%) OF THE ALLOCATED PRINCIPAL AMOUNT FOR THE APPLICABLE
INDIVIDUAL PROPERTY, BORROWER SHALL HAVE THE RIGHT TO ELECT TO PREPAY THE
REMAINING OUTSTANDING
87
PRINCIPAL BALANCE OF THE NOTE (A "CASUALTY/CONDEMNATION PREPAYMENT") IN
ACCORDANCE WITH SECTION 2.3.2(B) HEREOF UPON SATISFACTION OF THE