Common use of Application to Debt Clause in Contracts

Application to Debt. (a) Except as provided in Section 7.4.1 above, any Proceeds and/or Award may, at the option of Lender in its discretion, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note and/or any of the other Loan Documents, or applied to reimburse Borrowers for the cost of any Restoration, in the manner set forth in Section 7.4.3 below. Any such prepayment of the Loan made pursuant to this Section 7.4.2 shall be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided that an Event of Default shall not then be continuing, if any Proceeds or Award are not required to be made available for a Restoration and are retained and applied by Lender toward the payment of the Debt, Borrowers shall have the right, within 120 days after Lender applies such Proceeds or Award to the Debt, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying to Lender the Release Amount for such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) and such prepayment of the Loan shall be without any Yield Maintenance Premium. (b) Notwithstanding anything to the contrary set forth in this Agreement, including the provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are greater than 125% (such value to be determined, in Lender’s reasonable) discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket costs and expenses and any other fees and expenses that have been approved by Lender), (ii) the fair market value of the released property at the time of the release, or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers as otherwise expressly provided in this Section 7.4.

Application to Debt. (a) Except as provided in Section 7.4.1 7.4. I above, any Proceeds and/or Award may, at the option of Lender in its discretion, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note C and/or any of the other Loan Documents, or applied to reimburse Borrowers Borrower for the cost of any Restoration, in the manner set forth in Section 7.4.3 below. Any such prepayment of the Loan made pursuant to this Section 7.4.2 shall be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided that an Event of Default shall not then be continuing, if any Proceeds or Award are not required to be made available for a Restoration and are retained and applied by Lender toward the payment of the Debt, Borrowers shall have the right, within 120 days after Lender applies such Proceeds or Award to the Debt, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying to Lender the Release Amount for such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) and such prepayment of the Loan shall be without any Yield Maintenance Premium. (b) (Notwithstanding anything to the contrary set forth in this Agreement, including the foregoing provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a the Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are Property is greater than 125% (such value to be determined, in Lender’s reasonable) 's sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket 's costs and expenses and any other fees and expenses that have been approved by Lender), (ii) the fair market value of the released property at the time of the release, or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC REM[C Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers Borrower as otherwise expressly provided in this Section 7.4. Additionally, throughout the term of the Loan if an Event of Default is continuing, then Borrower shall pay to Lender, with respect to any payment of the Debt pursuant to this Section 7.4.2(b), an additional amount equal to the Yield Maintenance Premium; provided, however, that if an Event of Default is not continuing, then the Yield Maintenance Premium shall not be payable.

Application to Debt. All Net Proceeds not required (ai) Except to be made available for the Restoration or (ii) to be returned to Borrower as provided excess Net Proceeds pursuant to Subparagraph 12.C(3)(f) may be retained and applied by Lender toward the payment of the Debt whether or not then due and payable in Section 7.4.1 abovethat order, any Proceeds and/or Award maypriority and proportions as Lender in its discretion shall deem proper or, at the option discretion of Lender, the same may be paid, either in whole or in part, to Borrower for those purposes as Lender shall designate, in its discretion. Provided no Event of Default, be applied or an event with notice and/or the passage of time would constitute an Event of Default, exists, in the event of any prepayment of the Debt pursuant to the payment terms of (i) accrued Paragraph 2.E hereof, no Yield Maintenance Premium shall be due in connection therewith, but unpaid interest on Borrower shall be responsible for all other amounts due under the Note, (ii) the unpaid Principal Mortgage applicable to the affected Individual Property and (iii) other charges due under the Note and/or any of the other Loan Documents, or applied to reimburse Borrowers for the cost of any Restoration, in the manner set forth in Section 7.4.3 below. Any If such prepayment of the Loan made pursuant to this Section 7.4.2 shall be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may would be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided that an Event of Default shall not then be continuing, under Paragraph 2.F hereof if any Proceeds or Award are not required a Defeasance Deposit was to be made available for a Restoration by Borrower. If Lender shall receive and are retain Net Proceeds, the Release Amount applicable to the lien of the Mortgage applicable to that Individual Property shall be reduced only by the amount thereof received and retained by Lender and actually applied by Lender toward the payment in reduction of the Debt, Borrowers shall have the right, within 120 days after Lender applies . Any such Proceeds or Award application to the Debt, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying to Lender the Release Amount for such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) and such prepayment of the Loan Debt shall be without applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any Yield Maintenance Premium. (b) Notwithstanding anything payments otherwise required pursuant to the contrary set forth in this Agreement, including the provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are greater Note other than 125% (such value to be determined, in Lender’s reasonable) discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket costs and expenses and any other fees and expenses that have been approved by Lender), (ii) the fair market value of the released property at the time of the release, or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers as otherwise expressly provided in this Section 7.4those last due payments.

Application to Debt. (a) Except as provided in Section 7.4.1 abovehereof, any Proceeds and/or Award may, at the option of Lender in its discretionLender, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note and/or any of the other Loan Documents, or applied to reimburse Borrowers Borrower for the cost of any Restoration, in the manner set forth in Section 7.4.3 belowhereof. Any such prepayment of the Loan made pursuant to this Section 7.4.2 shall be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided Provided that an no Event of Default shall not then be is continuing, if any Lender elects to make a prepayment from the Proceeds or Award are not required Award, Borrower may, within one hundred twenty (120) days of Lender’s election to be made available for a Restoration and are retained and applied by Lender toward so make such Casualty/Condemnation Prepayment, upon prior written notice to Lender, prepay the entire remaining principal balance of the Loan without payment of the DebtYield Maintenance Premium or any other fee, Borrowers payment or penalty and without being required to defease the Loan; provided, however, that together with such prepayment, Borrower shall have the right, within 120 days after Lender applies such Proceeds or Award to the Debt, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying also pay to Lender the Release Amount for such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) all accrued and such prepayment of unpaid interest and all other sums due and payable under the Loan shall be without any Yield Maintenance PremiumDocuments. (b) Notwithstanding anything to the contrary set forth in this Agreement, including the foregoing provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a the Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are Property is greater than 125% (such value to be determined, in Lender’s reasonable) discretion, determined by Lender by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket costs and expenses and any other fees and expenses that have been approved by Lender), ; (ii) the fair market value of the released property at the time of the release, ; or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers Borrower as otherwise expressly provided in this Section 7.4. Additionally, if an Event of Default is continuing, then Borrower shall pay to Lender, with respect to any payment of the Debt pursuant to this Section 7.4.2(b), an additional amount equal to the Yield Maintenance Premium; provided, however, that if an Event of Default is not continuing, then the Yield Maintenance Premium shall not be payable.

Application to Debt. (a) Except as provided in Section 7.4.1 above, any Proceeds and/or Award may, at the option of Lender in its discretion, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note and/or any of the other Loan Documents, or applied to reimburse Borrowers for the cost of any Restoration, in the manner set forth in Section 7.4.3 below. Any such prepayment of the Loan made pursuant to this Section 7.4.2 shall be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided that an Event of Default shall not then be continuing, if any Proceeds or Award are not required to be made available for a Restoration and are retained and applied by Lender toward the payment of the Debt, Borrowers shall have the right, within 120 days after Lender applies such Proceeds or Award to the Debt, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying to Lender the Release Amount for such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) and such prepayment of the Loan shall be without any Yield Maintenance Premium. (b) Notwithstanding anything to the contrary set forth in this Agreement, including the foregoing provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are greater than 125% (such value to be determined, in Lender’s reasonable) sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket costs and expenses and any other fees and expenses that have been approved by Lender)) plus the net proceeds from the receipt of any insurance or tort settlement with respect to the property, (ii) the fair market value of the released property at the time of the release plus the amount of any tort or insurance settlement that is expected to be, or has been, received with respect to the property and that is not reflected directly or indirectly in the property’s fair market value at the time of the release, or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization Loan will not fail to maintain its status as a REMIC Trust “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers as otherwise expressly provided in this Section 7.4.

Application to Debt. (a) Except as provided in Section 7.4.1 above, any Proceeds and/or Award may, at the option of Lender in its discretion, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note and/or any of the other Loan Documents, or applied to reimburse Borrowers Borrower for the cost of any Restoration, in the manner set forth in Section 7.4.3 below. Any such prepayment of the Loan made pursuant to this Section 7.4.2 shall be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided that an Event of Default shall not then be continuingherein, if any Proceeds or Award are not required to be made available for a Restoration and (other than surplus proceeds of an Award applied pursuant to Section 7.4.3), are retained and applied by Lender toward the payment of the DebtDebt and the amount so applied shall exceed $20,000,000, Borrowers shall have Borrower may prepay the right, entire outstanding Principal without payment of any Yield Maintenance Premium provided that (x) such prepayment is made within 120 90 days after Lender applies such Proceeds or Award to the DebtDebt and (y) together with such prepayment, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying Borrower shall pay to Lender all accrued and unpaid interest and all other sums payable under the Release Amount for such Property Loan Documents and (minus the amount of the Proceeds or Award applied by Lender towards the Debtz) and if such prepayment of does not occur on a Payment Date, Borrower shall pay all interest that would have accrued during the Loan shall be without any Yield Maintenance Premium. (b) Notwithstanding anything to the contrary set forth in this Agreement, including the provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are greater than 125% (such value to be determined, in Lender’s reasonable) discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket costs and expenses and any other fees and expenses that have been approved by Lender), (ii) the fair market value of the released property at the time of the release, or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers as otherwise expressly provided in this Section 7.4Interest Period.

Application to Debt. (a) Except as provided in Section 7.4.1 abovehereof, any Proceeds and/or Award may, at the option of Lender in its discretionLender, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note and/or any of the other Loan Documents, or applied to reimburse Borrowers for the cost of any Restoration, in the manner set forth in Section 7.4.3 belowhereof. Any such prepayment of the Loan made pursuant to this Section 7.4.2 shall be subject to the Exit Fee, but shall otherwise be without any Yield Spread Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers shall pay to Lender an additional amount equal to the Yield Spread Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided that an Event of Default shall not then be continuing, if any Proceeds or Award are not required to be made available for a Restoration and are retained and applied by Lender toward the payment of the Debt, Borrowers shall have the right, within 120 days after Lender applies such Proceeds or Award to the Debt, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying to Lender the Release Amount for such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) and such prepayment of the Loan shall be without any Yield Maintenance Premium. (b) Notwithstanding anything to the contrary set forth in this Agreement, including the foregoing provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are Properties is greater than 125% (such value to be determined, in Lender’s reasonable) discretion, determined by Lender by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket 's costs and expenses and any other fees and expenses that have been approved by Lender), ; (ii) the fair market value of the released property at the time of the release, ; or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers as otherwise expressly provided in this Section 7.4. Additionally, throughout the term of the Loan if an Event of Default is continuing, then Borrowers shall pay to Lender, with respect to any payment of the Debt pursuant to this Section 7.4.2(b), an additional amount equal to the Spread Maintenance Premium and Exit Fee applicable thereto; provided, however, that if an Event of Default is not continuing, then the Spread Maintenance Premium and Exit Fee applicable thereto shall not be payable.

Application to Debt. (a) Except as provided in Section 7.4.1 above7.4.1, any Proceeds and/or Award may, at the option of Lender in its discretion, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note and/or any of the other Loan DocumentsDebt, or applied to reimburse Borrowers Borrower for the cost of any Restoration, in the manner set forth in Section 7.4.3 below7.4.3. Any such prepayment of the Loan made pursuant shall be subject to this Section 7.4.2 the Exit Fee, but shall otherwise be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything to the contrary contained herein and provided that an Event of Default shall not then be continuing, if any Proceeds or Award are not required to be made available for a Restoration and are retained and applied by Lender toward the payment of the Debt, Borrowers shall have the right, within 120 days after Lender applies such Proceeds or Award to the Debt, to obtain the release of the affected Property from the Lien of the Mortgage encumbering such Property by paying to Lender the Release Amount for such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) and such prepayment of the Loan shall be without any Yield Maintenance Premium. (b) Notwithstanding anything to the contrary set forth in this Agreement, including the foregoing provisions of this Section 7.4, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage the Security Instrument following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are Property is greater than one hundred twenty-five percent (125% %) (such value to be determined, in Lender’s reasonable) sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket costs and expenses and any other fees and expenses that have been approved by Lender), ; (ii) the fair market value of the released property at the time of the release, ; or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the MortgageSecurity Instrument. If and to the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers Borrower as otherwise expressly provided in this Section 7.4.. 68 71215191

Application to Debt. (a) Except as provided in Section 7.4.1 above7.4.1, any Proceeds and/or or Award may, at the option of Lender in its discretion, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due under the Note and/or or any of the other Loan Documents, or applied to reimburse Borrowers Borrower for the cost of any Restoration, in the manner set forth in Section 7.4.3 below7.4.3. Any such prepayment of the Loan made pursuant to this Section 7.4.2 shall be without any Yield Maintenance Premium, unless an Event of Default has occurred and is continuing at the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may be, in which event Borrowers Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that may be required with respect to the amount of the Proceeds or Award applied to the unpaid Principal. Notwithstanding anything After any such application to the contrary contained herein and provided unpaid Principal, the remaining unpaid Principal shall be reamortized over the remaining Term hereof. In the event that an Event of Default shall (1) Lender does not then be continuing, if any make the Proceeds or Award are not required available to be made available for a the cost of Restoration and are retained and applied by Lender toward exercises its rights under this Section 7.4.2 to apply the payment of the Debt, Borrowers shall have the right, within 120 days after Lender applies such Proceeds or Award to the Debt, to obtain the release payment of the affected Property from Debt and (2) such application does not repay the Lien Debt in full, Borrower shall have the right to prepay in full (but not in part) the remaining balance of the Mortgage encumbering Debt within one hundred twenty (120) days after written notice of such Property application by paying Xxxxxx (provided that Borrower must in all events continue to Lender pay all amounts due under the Release Amount for Loan Documents, including without limitation Debt Service, through the date of such Property (minus the amount of the Proceeds or Award applied by Lender towards the Debt) prepayment), and any such prepayment of the Loan by Borrower shall be without any payment of the Yield Maintenance Premium. (b) Notwithstanding anything to the contrary set forth in this Agreement, including the provisions unless an Event of this Section 7.4, if the Loan Default has occurred and is included in a REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property(ies) are greater than 125% (such value to be determined, in Lender’s reasonable) discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award (after payment of Lender’s reasonable out-of-pocket costs and expenses and any other fees and expenses that have been approved by Lender), (ii) the fair market value of the released property continuing at the time of such prepayment by Xxxxxxxx, in which event Borrower shall pay to Lender the releaseYield Maintenance Premium with respect to the amount of such prepayment by Borrower. In the event Borrower makes a prepayment pursuant to the immediately preceding sentence, or (iiii) an amount such that prepayment must be made on a Business Day and (ii) if the loan-to-value ratio date of the Loan (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that if such amount prepayment is not paida Payment Date, the applicable Securitization will not fail then Borrower shall pay to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award, if anyLender, in excess addition to all other sums payable to Lender in connection with such prepayment, a payment of interest, calculated at the Interest Rate, on the amount required to pay down prepaid, through and including the principal balance of the Loan may be released for purposes of Restoration or released to Borrowers as otherwise expressly provided in this Section 7.4next succeeding Payment Date.