Common use of Application of Payments of Principal Clause in Contracts

Application of Payments of Principal. Notwithstanding anything to the contrary contained in this Agreement, the following principal payments shall be allocated among the Loan, the Mortgage Loan and the Mezzanine Loans as follows: (a) so long as no Mortgage Event of Default shall have occurred and be continuing, any voluntary prepayment, including, without limitation, any prepayment pursuant to Section 2.7.3(a) or 2.7.3(b)(i) hereof or Section 3.2(h), 3.2(h)(A) or 3.3(d) of the Mortgage Loan Agreement (but expressly excluding (1) any prepayment pursuant to Section 3.17.2 of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(j) thereof and Section 2.4.4(j) below; (2) any prepayment pursuant to Section 3.1(e) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; (3) any prepayment pursuant to Section 3.17.5(a) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; and (4) any prepayment pursuant to Section 3.22(a)(iii)(A) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below), shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage Event of Default, Mortgage Lender shall apply any voluntary prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, (i) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) any balance to Mortgage Borrowers; (b) so long as no Mortgage Event of Default shall have occurred and be continuing, any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage Event of Default, Mortgage Lender shall apply any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, (i) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) any balance to Mortgage Borrowers; (c) all Net Proceeds not required to be made available for Restoration, and as to which Mortgage Lender has not otherwise elected in its sole discretion to make available for Restoration, shall be applied first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (d) any Mortgage Reserve Funds or other cash collateral held by or on behalf of Mortgage Lender, whether in the Mortgage Cash Management Account or any of the Mortgage Reserve Funds, or otherwise, including, without limitation, any Net Proceeds and/or any Excess Cash Flow then being held by Mortgage Lender, shall, upon the occurrence and during the continuance of a Mortgage Event of Default, be applied by Mortgage Lender as follows or may continue to be held by Mortgage Lender as additional collateral for the Mortgage Loan, all in Mortgage Lender’s sole discretion: first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (e) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Release Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Release Parcel Release Price; (f) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Adjacent Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Adjacent Parcel Release Price; (g) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, (i) the proceeds of any IP Release Price which is less than or equal to $80,000,000 and arises from an IP Sale (a “Non-Fully Prepaid IP Sale”) occurring at any time when Mortgage Borrowers have not paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; (ii) the proceeds of any IP Release Price which is less than or equal to $60,000,000 and arises from an IP Sale (a “Fully Prepaid IP Sale”) occurring at any time after Mortgage Borrowers have paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; and (iii) the proceeds of any IP Release Price in excess of $80,000,000 which arise from a Non-Fully Prepaid IP Sale (the “Excess Non-Fully Funded IP Release Proceeds”) or the proceeds of any IP Release Price in excess of $60,000,000 which arise from a Fully Prepaid IP Sale (“Excess Fully Funded IP Release Proceeds”; and whichever of the Excess Fully Funded IP Release Proceeds or the Excess Non-Fully Funded IP Release Proceeds is applicable, the “Excess IP Release Price Proceeds”), shall, at Mortgage Borrowers’ option, either (A) be deposited in the General Reserve Account and thereafter constitute a part of the General Reserve Fund for all purposes under the Mortgage Loan Agreement, to be held and disbursed by Mortgage Lender as set forth in Section 7.6 thereof, or (B) applied as follows, in such amounts as Mortgage Borrowers shall elect: (1) up to fifty percent (50%) of such Excess IP Release Price Proceeds shall be applied to satisfy any Required Equity Amount or Subsequent Required Equity Amount then due and payable, and/or (2) the balance of such Excess IP Release Price Proceeds after application in accordance with the foregoing clause (1), but in no event less than fifty percent (50%) thereof, to repayment, pro rata in accordance with the Financing Percentages, of (w) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (x) the First Mezzanine Loan, (y) the Loan and (z) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price (any repayment of the Mortgage Loan, the First Mezzanine Loan, the Loan and the Third Mezzanine Loan pursuant to this Section 2.4.3(g)(iii)(B)(2) paid out of Excess Non-Fully Funded IP Release Proceeds being referred to as the “Optional IP Release Payment”);

Application of Payments of Principal. Notwithstanding anything to the contrary contained in this Agreement, the following principal payments shall be allocated among the Loan, the Mortgage Loan and the Mezzanine Loans as follows: (a) so long as no Mortgage Event of Default shall have occurred and be continuing, any voluntary prepayment, including, without limitation, any prepayment pursuant to Section 2.7.3(a) or 2.7.3(b)(i) hereof or Section 3.2(h), 3.2(h)(A) or 3.3(d) of the Mortgage Loan Agreement (but expressly excluding (1) any prepayment pursuant to Section 3.17.2 of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(j) thereof and Section 2.4.4(j) below; (2) any prepayment pursuant to Section 3.1(e) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; (3) any prepayment pursuant to Section 3.17.5(a) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; and (4) any prepayment pursuant to Section 3.22(a)(iii)(A) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below), shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Second Mezzanine Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Second Mezzanine Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage Event of Default, Mortgage Lender shall apply any voluntary prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, (i) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (ii) to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) any balance to Mortgage Borrowers; (b) so long as no Mortgage Event of Default shall have occurred and be continuing, any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Second Mezzanine Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Second Mezzanine Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage Event of Default, Mortgage Lender shall apply any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, (i) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (ii) to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) any balance to Mortgage Borrowers; (c) all Net Proceeds not required to be made available for Restoration, and as to which Mortgage Lender has not otherwise elected in its sole discretion to make available for Restoration, shall be applied first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (ii) disbursed to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (d) any Mortgage Reserve Funds or other cash collateral held by or on behalf of Mortgage Lender, whether in the Mortgage Cash Management Account or any of the Mortgage Reserve Funds, or otherwise, including, without limitation, any Net Proceeds and/or any Excess Cash Flow then being held by Mortgage Lender, shall, upon the occurrence and during the continuance of a Mortgage Event of Default, be applied by Mortgage Lender as follows or may continue to be held by Mortgage Lender as additional collateral for the Mortgage Loan, all in Mortgage Lender’s sole discretion: first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (ii) disbursed to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (e) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Release Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Second Mezzanine Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Release Parcel Release Price; (f) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Adjacent Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Second Mezzanine Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Adjacent Parcel Release Price; (g) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, (i) the proceeds of any IP Release Price which is less than or equal to $80,000,000 and arises from an IP Sale (a “Non-Fully Prepaid IP Sale”) occurring at any time when Mortgage Borrowers have not paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Second Mezzanine Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; (ii) the proceeds of any IP Release Price which is less than or equal to $60,000,000 and arises from an IP Sale (a “Fully Prepaid IP Sale”) occurring at any time after Mortgage Borrowers have paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Second Mezzanine Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; and (iii) the proceeds of any IP Release Price in excess of $80,000,000 which arise from a Non-Fully Prepaid IP Sale (the “Excess Non-Fully Funded IP Release Proceeds”) or the proceeds of any IP Release Price in excess of $60,000,000 which arise from a Fully Prepaid IP Sale (“Excess Fully Funded IP Release Proceeds”; and whichever of the Excess Fully Funded IP Release Proceeds or the Excess Non-Fully Funded IP Release Proceeds is applicable, the “Excess IP Release Price Proceeds”), shall, at Mortgage Borrowers’ option, either (A) be deposited in the General Reserve Account and thereafter constitute a part of the General Reserve Fund for all purposes under the Mortgage Loan Agreement, to be held and disbursed by Mortgage Lender as set forth in Section 7.6 thereof, or (B) applied as follows, in such amounts as Mortgage Borrowers shall elect: (1) up to fifty percent (50%) of such Excess IP Release Price Proceeds shall be applied to satisfy any Required Equity Amount or Subsequent Required Equity Amount then due and payable, and/or (2) the balance of such Excess IP Release Price Proceeds after application in accordance with the foregoing clause (1), but in no event less than fifty percent (50%) thereof, to repayment, pro rata in accordance with the Financing Percentages, of (w) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (x) the First Mezzanine Loan, (y) the Second Mezzanine Loan and (z) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price (any repayment of the Mortgage Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan pursuant to this Section 2.4.3(g)(iii)(B)(2) paid out of Excess Non-Fully Funded IP Release Proceeds being referred to as the “Optional IP Release Payment”);

Application of Payments of Principal. Notwithstanding anything to the contrary contained in this Agreement, the following principal payments shall be allocated among the Loan (and the Components thereof), the First Mezzanine Loan, the Mortgage Second Mezzanine Loan and the Third Mezzanine Loans Loan as follows: (a) so long as no Mortgage Event of Default shall have occurred and be continuing, any voluntary prepayment, including, without limitation, any prepayment pursuant to Section 2.7.3(a) or ), 2.7.3(b)(i) hereof or Section ), 3.2(h), 3.2(h)(A) or 3.3(d) of the Mortgage Loan Agreement (hereof, but expressly excluding (1) the Mezzanine Prepayments, (2) any prepayment pursuant to Section 3.17.2 of the Mortgage Loan Agreementhereof, which shall be governed by the provisions of Section 2.4.3(j) thereof and Section 2.4.4(j) below; hereof, (23) any prepayment pursuant to Section 3.1(e) of the Mortgage Loan Agreementhereof, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; hereof, (34) any prepayment pursuant to Section 3.17.5(a) of the Mortgage Loan Agreementhereof, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; hereof, and (45) any prepayment pursuant to Section 3.22(a)(iii)(A) of the Mortgage Loan Agreementhereof, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below)hereof, shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Second Mezzanine Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Second Mezzanine Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage an Event of Default, Mortgage Lender shall apply any voluntary prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, to (iA) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (iiB) to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iiiC) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (ivD) any balance to Mortgage Borrowers; (b) so long as no Mortgage Event of Default shall have occurred and be continuing, any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Second Mezzanine Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Second Mezzanine Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage an Event of Default, Mortgage Lender shall apply any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, to (iA) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (iiB) to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iiiC) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (ivD) any balance to Mortgage Borrowers; (c) all Net Proceeds not required to be made available for Restoration, and as to which Mortgage Lender has not otherwise elected in its sole discretion to make available for Restoration, shall be applied first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (d) any Mortgage Reserve Funds or other cash collateral held by or on behalf of Mortgage Lender, whether in the Mortgage Cash Management Account, the Tax and Insurance Escrow Account, the Replacement Reserve Account, the Required Repair Account, the Initial Renovation Reserve Account, the Interest Reserve Account, the General Reserve Account, the Construction Loan Reserve Account, the Shortfall Account or any of the Mortgage Reserve Funds, or otherwise, including, without limitation, any Net Proceeds and/or any Excess Cash Flow then being held by Mortgage Lender, shall, upon the occurrence and during the continuance of a Mortgage an Event of Default, be applied by Mortgage Lender as follows or may continue to be held by Mortgage Lender as additional collateral for the Mortgage Loan, all in Mortgage Lender’s sole discretion: first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (e) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Release Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Second Mezzanine Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Release Parcel Release Price; (f) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Adjacent Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Second Mezzanine Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Adjacent Parcel Release Price; (g) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, (i) the proceeds of any IP Release Price which is less than or equal to $80,000,000 and arises from an IP Sale (a “Non-Fully Prepaid IP Sale”) occurring at any time when Mortgage Borrowers have not paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Second Mezzanine Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; (ii) the proceeds of any IP Release Price which is less than or equal to $60,000,000 and arises from an IP Sale (a “Fully Prepaid IP Sale”) occurring at any time after Mortgage Borrowers have paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Second Mezzanine Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; and (iii) the proceeds of any IP Release Price in excess of $80,000,000 which arise from a Non-Fully Prepaid IP Sale (the “Excess Non-Fully Funded IP Release Proceeds”) or the proceeds of any IP Release Price in excess of $60,000,000 which arise from a Fully Prepaid IP Sale (“Excess Fully Funded IP Release Proceeds”; and whichever of the Excess Fully Funded IP Release Proceeds or the Excess Non-Fully Funded IP Release Proceeds is applicable, the “Excess IP Release Price Proceeds”), shall, at Mortgage Borrowers’ option, either (A) be deposited in the General Reserve Account and thereafter constitute a part of the General Reserve Fund for all purposes under the Mortgage Loan Agreement, to be held and disbursed by Mortgage Lender as set forth in Section 7.6 thereof, or (B) applied as follows, in such amounts as Mortgage Borrowers shall elect: (1) up to fifty percent (50%) of such Excess IP Release Price Proceeds shall be applied to satisfy any Required Equity Amount or Subsequent Required Equity Amount then due and payable, and/or (2) the balance of such Excess IP Release Price Proceeds after application in accordance with the foregoing clause (1), but in no event less than fifty percent (50%) thereof, to repayment, pro rata in accordance with the Financing Percentages, of (w) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (x) the First Mezzanine Loan, (y) the Loan and (z) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price (any repayment of the Mortgage Loan, the First Mezzanine Loan, the Loan and the Third Mezzanine Loan pursuant to this Section 2.4.3(g)(iii)(B)(2) paid out of Excess Non-Fully Funded IP Release Proceeds being referred to as the “Optional IP Release Payment”);

Application of Payments of Principal. Notwithstanding anything to the contrary contained in this Agreement, the following principal payments shall be allocated among the Loan, the Mortgage Loan and the Mezzanine Loans as follows: (a) so long as no Mortgage Event of Default shall have occurred and be continuing, any voluntary prepayment, including, without limitation, any prepayment pursuant to Section 2.7.3(a) or 2.7.3(b)(i) hereof or Section 3.2(h), 3.2(h)(A) or 3.3(d) of the Mortgage Loan Agreement (but expressly excluding (1) any prepayment pursuant to Section 3.17.2 of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(j) thereof and Section 2.4.4(j) below; (2) any prepayment pursuant to Section 3.1(e) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; (3) any prepayment pursuant to Section 3.17.5(a) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below; and (4) any prepayment pursuant to Section 3.22(a)(iii)(A) of the Mortgage Loan Agreement, which shall be governed by the provisions of Section 2.4.3(i) thereof and Section 2.4.4(i) below), shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Second Mezzanine Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Second Mezzanine Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage Event of Default, Mortgage Lender shall apply any voluntary prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, (i) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) any balance to Mortgage Borrowers; (b) so long as no Mortgage Event of Default shall have occurred and be continuing, any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment shall be applied, pro rata in accordance with the Financing Percentages, to (i) the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Debt, (iii) the Second Mezzanine Debt and (iv) the Third Mezzanine Debt, until the Mortgage Debt, the First Mezzanine Debt, the Second Mezzanine Debt and the Third Mezzanine Debt are paid in full, which Financing Percentages and Component Percentages shall be calculated as of the date of such prepayment; provided, however, that upon the occurrence and during the continuance of a Mortgage Event of Default, Mortgage Lender shall apply any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment and/or Additional Non-Qualified Mandatory Prepayment first, to payment of the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and shall then disburse any remainder, as a distribution permitted under applicable law, (i) to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) any balance to Mortgage Borrowers; (c) all Net Proceeds not required to be made available for Restoration, and as to which Mortgage Lender has not otherwise elected in its sole discretion to make available for Restoration, shall be applied first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) disbursed to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (d) any Mortgage Reserve Funds or other cash collateral held by or on behalf of Mortgage Lender, whether in the Mortgage Cash Management Account or any of the Mortgage Reserve Funds, or otherwise, including, without limitation, any Net Proceeds and/or any Excess Cash Flow then being held by Mortgage Lender, shall, upon the occurrence and during the continuance of a Mortgage Event of Default, be applied by Mortgage Lender as follows or may continue to be held by Mortgage Lender as additional collateral for the Mortgage Loan, all in Mortgage Lender’s sole discretion: first, to the Mortgage Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component in any order, priority and proportions as Mortgage Lender shall elect in its sole discretion from time to time, until the Mortgage Debt is paid in full, and then, as a distribution permitted under applicable law, (i) disbursed to First Mezzanine Lender for application in accordance with the terms of the First Mezzanine Loan Documents if the First Mezzanine Debt (or any portion thereof) is then outstanding, until the First Mezzanine Debt is paid in full, and then (ii) disbursed to Second Mezzanine Lender for application in accordance with the terms of the Second Mezzanine Loan Documents if the Second Mezzanine Debt (or any portion thereof) is then outstanding, until the Second Mezzanine Debt is paid in full, and then (iii) disbursed to Lender for application in accordance with the terms of the Loan Documents if the Debt (or any portion thereof) is then outstanding, until the Debt is paid in full, and then (iii) disbursed to Third Mezzanine Lender for application in accordance with the terms of the Third Mezzanine Loan Documents if the Third Mezzanine Debt (or any portion thereof) is then outstanding, until the Third Mezzanine Debt is paid in full, and then (iv) the balance disbursed to Mortgage Borrowers; (e) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Release Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Second Mezzanine Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Release Parcel Release Price; (f) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, the proceeds of any Adjacent Parcel Release Price shall be allocated, pro rata in accordance with the Financing Percentages, among (i) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (ii) the First Mezzanine Loan, (iii) the Second Mezzanine Loan and (iv) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such Adjacent Parcel Release Price; (g) subject to Section 2.5.4 of the Mortgage Loan Agreement and Section 2.5.4 hereof, (i) the proceeds of any IP Release Price which is less than or equal to $80,000,000 and arises from an IP Sale (a “Non-Fully Prepaid IP Sale”) occurring at any time when Mortgage Borrowers have not paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Second Mezzanine Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; (ii) the proceeds of any IP Release Price which is less than or equal to $60,000,000 and arises from an IP Sale (a “Fully Prepaid IP Sale”) occurring at any time after Mortgage Borrowers have paid in full the Minimum Mandatory Prepayment, the Non-Qualified Mandatory Prepayment and the Additional Non-Qualified Mandatory Prepayment, shall be allocated, pro rata in accordance with the Financing Percentages, among (I) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (II) the First Mezzanine Loan, (III) the Second Mezzanine Loan and (IV) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price; and (iii) the proceeds of any IP Release Price in excess of $80,000,000 which arise from a Non-Fully Prepaid IP Sale (the “Excess Non-Fully Funded IP Release Proceeds”) or the proceeds of any IP Release Price in excess of $60,000,000 which arise from a Fully Prepaid IP Sale (“Excess Fully Funded IP Release Proceeds”; and whichever of the Excess Fully Funded IP Release Proceeds or the Excess Non-Fully Funded IP Release Proceeds is applicable, the “Excess IP Release Price Proceeds”), shall, at Mortgage Borrowers’ option, either (A) be deposited in the General Reserve Account and thereafter constitute a part of the General Reserve Fund for all purposes under the Mortgage Loan Agreement, to be held and disbursed by Mortgage Lender as set forth in Section 7.6 thereof, or (B) applied as follows, in such amounts as Mortgage Borrowers shall elect: (1) up to fifty percent (50%) of such Excess IP Release Price Proceeds shall be applied to satisfy any Required Equity Amount or Subsequent Required Equity Amount then due and payable, and/or (2) the balance of such Excess IP Release Price Proceeds after application in accordance with the foregoing clause (1), but in no event less than fifty percent (50%) thereof, to repayment, pro rata in accordance with the Financing Percentages, of (w) the Mortgage Loan, pro rata between the Components in accordance with the Component Percentages, (x) the First Mezzanine Loan, (y) the Loan and (z) the Third Mezzanine Loan, which Financing Percentages and Component Percentages shall be calculated as of the date of payment of such IP Release Price (any repayment of the Mortgage Loan, the First Mezzanine Loan, the Loan and the Third Mezzanine Loan pursuant to this Section 2.4.3(g)(iii)(B)(2) paid out of Excess Non-Fully Funded IP Release Proceeds being referred to as the “Optional IP Release Payment”);,