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Mortgagee or a disbursing agent selected by Mortgagee and paid by <br /> Mortgagor, (ii) upon Mortgagee's request prior to disbursement of any Net <br /> Proceeds or thereafter, from time to time, Mortgagor will deposit with <br /> Mortgagee such amounts in excess of remaining Net Proceeds as <br /> Mortgagee reasonably determines is required to complete the repair and <br /> restoration, (iii) the Net Proceeds and any funds deposited by Mortgagor <br /> shall be held and disbursed in accordance with sound construction loan <br /> disbursement practices, including, but not limited to, approval of the plans <br /> and specifications, appraisal, its other conditions for disbursement of draw <br /> requests and inspection of the work, and such other reasonable conditions <br /> as Mortgagee may impose and (iv) any Net Proceeds not so applied to <br /> repair and restoration shall be applied to the payment of the Obligations. If <br /> an Event of Default occurs prior to full disbursement, any undisbursed <br /> portion of the Net Proceeds and any funds deposited by Mortgagor with <br /> Mortgagee may at Mortgagee's option be applied to the Obligations. <br /> 1.7 Inspection. Mortgagee, or its agents, shall have the right to enter upon the <br /> Mortgaged Property during ordinary business hours for the purposes of inspecting the <br /> Mortgaged Property or any part thereof. Mortgagee shall have no duty, however, to <br /> make such inspection. Mortgagee, or its agents, shall also have the right during ordinary <br /> business hours to examine the books and records of Mortgagor pertaining to the <br /> Mortgaged Property and to make extracts therefrom and copies thereof. The parties agree <br /> that Mortgagee's right to inspect the books and records of Mortgagor, as described in this <br /> provision, relates solely to the Mortgaged Property. <br /> 1.8 Protection of Mortgagee's Security. If Mortgagor fails to perform any of <br /> the covenants and agreements contained in this Mortgage and such failure shall continue <br /> beyond any applicable notice and cure period contained in Article Two hereof or if any <br /> action or proceeding is commenced which does or may adversely affect the Mortgaged <br /> Property or the interest of Mortgagor or Mortgagee therein, or the title of Mortgagor <br /> thereto, then Mortgagee, at Mortgagee's option, may perform such covenants and <br /> agreements, defend against such action or proceeding, or otherwise act as Mortgagee <br /> deems necessary to protect its interest. In the event that, after damage to or destruction of <br /> the Mortgaged Property or condemnation of a portion of the Mortgaged Property or a sale <br /> under threat thereof, the proceeds are used to restore the Mortgaged Property, and the <br /> insurance, sale or condemnation proceeds which are paid to Mortgagee are not sufficient <br /> to pay for such restoration, Mortgagee may nevertheless effect the restoration. Any <br /> amounts disbursed or costs incurred by Mortgagee pursuant to this Section, including <br /> interest and reasonable attorney's fees, shall become additional Obligations of Mortgagor <br /> secured by this Mortgage. All amounts disbursed or costs incurred by Mortgagee <br /> pursuant to this paragraph shall be payable upon demand, and shall bear interest from the <br /> date of disbursement or incurrence at the rate set forth in the Note unless payment of <br /> interest at such rate would be contrary to law, in which event such amounts shall bear <br /> interest at the highest rate permitted by law. Mortgagee shall, at its option, be subrogated <br /> to any encumbrance, lien, claim or demand, and to all the rights and securities for the <br /> payment thereof, paid or discharged with the principal sum secured hereby or by <br /> Mortgagee under the provisions hereof, and any such subrogation rights shall be <br /> -7- <br />