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200003557
<br />Policies carried pursuant to Subsections 3.6(a)(i), (iv), (v), (vi), (vii) and (viii) of this Security Instrument as
<br />a result of such damage or destruction, after deduction of Lender's costs and expenses (including, but not
<br />limited to, reasonable counsel fees), if any, in collecting the same, or (ii) the net amount of all awards and
<br />payments received by Lender with respect to a taking referenced in Section 3.7 of this Security Instrument,
<br />after deduction of Lender's costs and expenses (including, but not limited to, reasonable counsel fees), if
<br />any, in collecting the same, whichever the case may be. Unless required by Applicable Laws, no earnings
<br />or interest on the Net Proceeds or Net Proceeds Deficiency shall be payable by Lender to Borrower.
<br />(c) Lender agrees to make the Net Proceeds available to Borrower for Restoration of the
<br />Property provided (i) the Net Proceeds are less than the outstanding principal balance of the Note, (ii) no
<br />Event of Default shall have occurred and be continuing; (iii) the Property and the use thereof after the
<br />Restoration will be in compliance with, and permitted under, all Applicable Laws, including without limitation
<br />the ADA and Environmental Laws; (iv) such casualty or taking does not materially impair access to the
<br />Property or within the Improvements; (v) either (A) in the case of Restoration following a casualty, less than
<br />fifty percent (50 %) of the total floor area of the Improvements have been damaged or rendered unusable
<br />as a result of such casualty or (B) in the case of Restoration following a condemnation, less than twenty -five
<br />percent (25 %) of the Land is taken and (1) such Land that is taken is located along perimeter or periphery
<br />of the Property, and (2) no portion of the Improvements is located in such Land, and (vi) Restoration can
<br />reasonably be completed on or before the earliest to occur of (A) six (6) months prior to the Maturity Date
<br />(as defined in the Note) or (B) the earliest date required for such completion under the terms of any Lease
<br />or Applicable Law. In addition, if the cost of Restoration is estimated to exceed the Restoration Threshold,
<br />the following conditions must be satisfied to Lender's reasonable satisfaction:
<br />(i) The Casualty Consultant or other independent architect acceptable to Lender must
<br />certify that the Net Proceeds are sufficient to pay in full the cost of Restoration based on the plans and
<br />specifications for Restoration approved by Lender or Borrower shall have deposited with Lender the Net
<br />Proceeds Deficiency in cash or a cash equivalent acceptable to Lender, which amount will be commingled
<br />with the Net Proceeds, disbursed by Lender with the Net Proceeds as provided below in Subsection 3.8(d),
<br />and until so disbursed constitute additional security for the Obligations;
<br />(ii) Lender shall be satisfied that any operating deficits, including all scheduled
<br />payments of principal and interest under the Note, which will be incurred with respect to the Property as a
<br />result of the occurrence of any such casualty or taking, whichever the case may be, will be covered out of
<br />(A) the Net Proceeds, or (B) other funds of Borrower; and
<br />(iii) Lender shall be satisfied that, upon the completion of the Restoration and related
<br />lease -up, if applicable, the net cash flow of the Property will be restored to a level sufficient to cover all
<br />carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note
<br />at a coverage ratio on a "normalized" basis ( i.e., after deducting replacement reserve requirements and
<br />reserves for tenant improvements and leasing commissions from net operating income, whether or not such
<br />sums are escrowed with Lender) of at least 1.22: 1.0, which coverage ratio shall be equal to or greater than
<br />the coverage ratio existing as of the date of this Security Instrument or, if lower, the coverage ratio which
<br />existed as of the date immediately preceding such casualty or taking, as the case may be.
<br />(d) If the costof completing Restoration as reasonably estimated by Borrower shall be less than
<br />or equal to the Restoration Threshold, the Net Proceeds will be disbursed directly to Borrower for
<br />Restoration. If the cost of completing Restoration as reasonably estimated by Borrower exceeds the
<br />Restoration Threshold, the Net Proceeds shall be paid to Lender to be held by Lender in a segregated
<br />account and made available to Borrower for the Restoration, subject to the following conditions:
<br />(i) The Net Proceeds other than the Net Proceeds paid under the Policy described in
<br />Subsection 3.6(a)(iv) shall be disbursed by Lender to Borrower or directly to Borrower's contractors from
<br />time to time during the course of Restoration, upon receipt of evidence satisfactory to Lender that (A) all
<br />ATLANTA4181845A
<br />GMACCM (SLP) — DOT (8198) 11 Grand Isle, Nebraska
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