If # the Net Proceeds shall be less than # the Major Restoration Threshold with respect to such individual Property and # when aggregated with the costs of all other alterations and Restorations affecting the Properties, the aggregate Major Restoration Threshold and # the costs of completing the Restoration shall be less # than the Major Restoration Threshold with respect to such individual Property and # when aggregated with the costs of all other alterations and Restorations affecting the Properties, the aggregate Major Restoration Threshold, the Net Proceeds will be disbursed by the Agent to the Borrower that owns the Property that is undergoing the Restoration (the “Restoring Borrower”) upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) are met and the Restoring Borrower delivers to the Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.

If # the Net Proceeds are equal to or greater than # the Major Restoration Threshold with respect to such individual Property or # when aggregated with the costs of all other alterations and Restorations affecting the Properties, the aggregate Major Restoration Threshold or # the costs of completing the Restoration is equal to or greater than # the Major Restoration Threshold with respect to such individual Property or # when aggregated with the costs of all other alterations and Restorations affecting the Properties, the aggregate Major Restoration Threshold, the Net Proceeds will be held by the Agent and the Agent shall make the Net Proceeds available for the Restoration in accordance with all of the provisions of this Section 6.4. The term “Net Proceeds” for purposes of this Section 6.4 shall mean: # the net amount of all insurance proceeds received by the Agent pursuant to Sections 6.1(a)(i), (iv), (vi), (ix) and (x) as a result of such damage or destruction, after deduction of its costs and expenses (including, but not limited to, counsel fees), if any, in collecting same (“Insurance Proceeds”), or # the net amount of the Award, after deduction of the Agent’s costs and expenses (including, but not limited to, counsel costs and fees), if any, in collecting same (“Condemnation Proceeds”), whichever the case may be.