If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of ​ 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 completion of the Restoration, ​ shall deposit the deficiency (the “Net Proceeds Deficiency”) with ​ before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with ​ shall be held by ​ 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.

If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of the Agent 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 completion of the Restoration, the Borrowers shall deposit the deficiency (the “Net Proceeds Deficiency”) with the Agent before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with the Agent shall be held by the Agent 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 the Other Obligations.

The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with ​ after the Casualty Consultant certifies to ​ that the Restoration has been completed in accordance with the provisions of this [Section 6.4(b)], and the receipt by ​ of evidence satisfactory to ​ that all costs incurred in connection with the

The Net Proceeds shall be held by ​ in an account at an institution acceptable to ​ and, until disbursed in accordance with the provisions of this [Section 6.4(b)], shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds (other than the Rent Loss Proceeds) shall be disbursed by ​ to, or as directed by, ​ from time to time during the course of the Restoration, upon receipt of evidence satisfactory to ​ that # all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and # there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property (excluding Permitted Encumbrances) which have not either been fully bonded to the satisfaction of ​ and discharged of record or in the alternative fully insured to the satisfaction of ​ by the title company issuing the Title Insurance Policy.