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 FOUR MILLION NINE HUNDRED TWENTY
THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($4,920,600.00);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
60
(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 "REQUIRED REPAIR
ACCOUNT". IT SHALL BE AN EVENT OF DEFAULT UNDER THIS AGREEMENT IF BORROWER DOES
NOT EITHER (I) DOES NOT DEPOSIT WITH LENDER THE REQUIRED REPAIR FUND AS SET
FORTH ABOVE, OR (II) COMPLETE THE REQUIRED REPAIRS AT THE PROPERTY WITHIN NINE
(9)