Common use of Liquidation Events Clause in Contracts

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Propertiesany Individual Property, (ii) any Condemnation of all or any portion of any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the PropertiesMortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or (iiiiv) any claims made by refinancing of any Individual Property or the Mortgage Borrower under the applicable Owner’s Title Policy Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited directly into an account designated by Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. The occurrence of any of the following events shall be a "Liquidation Event": (a) In the event of that (i) any Casualty to all or any portion an Underlying Security Default shall occur which under the terms of the Properties, Swap Agreement results in the termination of at least one but fewer than all Transactions under the Swap Agreement or (ii) any Condemnation of all Underlying Security held by the Trust becomes a Disqualified Underlying Security, but the Trust holds one or any portion more other Underlying Securities which are not Disqualified Underlying Securities, and a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event shall occur; provided, however, that no Liquidation Event shall occur pursuant to clause (ii) unless (x) the liquidation of the PropertiesAffected Underlying Securities shall not cause a loss of principal of or interest on the Certificates, (y) such Liquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance or (iiiz) the Underlying Security Issuer declares its intention to cease being a Reporting Issuer or the Underlying Security Issuer for more than a year fails to file the required reports and other information with the Securities and Exchange Commission or another applicable agency pursuant to Section 12(1) of the Exchange Act. If such Liquidation Event occurs, the Affected Underlying Securities (and, if necessary, other Trust Property) shall be sold to the extent necessary to pay any claims made by any Mortgage Borrower Termination Payment applicable to the Affected Transaction under the applicable Owner’s Title Policy (eachSwap Agreement, a “Liquidation Event”), Borrower shall cause and the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt remainder shall be paid first distributed to any Other Obligations of a monetary nature then outstanding which are owed to Lenderthe Holders in accordance with Section 9.03, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date but the Trust shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a)continue thereafter. (b) Borrower shall promptly notify Lender of In the event that any Transaction under a Swap Agreement becomes a Disqualified Transaction but the Trust holds one or more other Underlying Securities other than the Affected Underlying Securities which are not Disqualified Underlying Securities and a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event once Borrower has knowledge shall occur if (i) the liquidation of the Affected Underlying Securities shall not cause a loss of principal of or interest on the Certificates or (ii) such eventLiquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance. Borrower If such Liquidation Event occurs, then the Affected Underlying Securities (and, if necessary, other Trust Property) shall be deemed sold to have knowledge of the extent necessary to pay any Termination Payment applicable to the Disqualified Transaction under the Swap Agreement, and the remainder shall be distributed to the Holders in accordance with Section 9.03, but the Trust shall continue thereafter. (c) In the event that any Credit Support becomes Disqualified Credit Support but a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event shall occur if (i) a sale (other than termination of such Credit Support shall not cause a foreclosure sale) loss of any Property principal of and interest on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and Certificates or (ii) a refinancing such Liquidation Event occurs with the consent or at the request of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment Certificateholders holding at least 51% of the Mortgage Loan or Transfer aggregate Certificate Principal Balance. If such Liquidation Event occurs, then such Credit Support shall be terminated and any proceeds of any Property set forth in this Agreementsuch termination shall be distributed pro rata to the Holders, but the other Loan Documents and the Mortgage Loan DocumentsTrust shall continue thereafter.

Liquidation Events. (a) In the event of that (i) any Casualty to all or any portion a Security Default shall occur which under the terms of the Properties, Swap Agreement results in the termination of at least one but fewer than all Transactions under the Swap Agreement or (ii) any Condemnation of all Security held by the Trust becomes a Disqualified Security, but the Trust holds one or more other Securities which are not Disqualified Securities, and a Trust Wind-Up Event has not otherwise occurred, then the Affected Securities (and, if necessary, other Trust Property) shall be sold to the extent necessary to pay any portion of Termination Payment applicable to the Properties, or (iii) any claims made by any Mortgage Borrower Affected Transaction under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to LenderSwap Agreement, and any balance disbursed the remainder distributed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this the Unitholders in accordance with Section 2.4.2 (a) on a date other than a Payment Date 9.03, but the Trust shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a)continue thereafter. (b) Borrower In the event that any Transaction under a Swap Agreement becomes a Disqualified Transaction but the Trust holds one or more other Securities other than the Affected Securities which are not Disqualified Securities and a Trust Wind-Up Event has not otherwise occurred, then the Affected Securities (and, if necessary, other Trust Property) shall promptly notify Lender of be sold to the extent necessary to pay any Liquidation Termination Payment applicable to the Disqualified Transaction under the Swap Agreement, and the remainder distributed to the Unitholders in accordance with Section 9.03, but the Trust shall continue thereafter. (c) In the event that any Credit Support becomes Disqualified Credit Support but a Trust Wind-Up Event once Borrower has knowledge not otherwise occurred, then such Credit Support shall be terminated and any proceeds of such event. Borrower termination shall be deemed distributed pro rata to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered intoUnitholders, and a foreclosure sale, on but the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) Trust shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documentscontinue thereafter.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) a Transfer of all or any claims made portion of the Properties, other than a Transfer in accordance with Section 5.2.10(e) hereof pursuant to which the Loan is assumed by the transferee, (iv) any refinancing of the Properties or the Mortgage Borrower Loan, or (v) the receipt by Mortgage Borrowers of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrowers to cure any title defect (each, a “Liquidation Event”), Borrower Borrowers shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lenderdeposited directly into the Mezzanine Cash Management Account. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower Borrowers shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrowers. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.4.7(a) on a date other than a Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrowers, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Prepayment Premium shall be due in connection with any prepayment made as a result of any events described in pursuant to this Section 2.4.2(a2.4.7(a)(i) or (ii). (b) Borrower Borrowers shall promptly immediately notify Lender of any Liquidation Event once either Borrower has knowledge of such event. Borrower Borrowers shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property of the Properties on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Propertyof the Properties, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) 2.4.7, shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property the Properties set forth in this Agreement, the other Loan Documents and and/or the Mortgage Loan Documents, whether or not notice is given pursuant to this Section 2.4.7.

Liquidation Events. (a) In Upon the event occurrence of (i) any Casualty to all or any portion of the Propertiesan Individual Property, (ii) any Condemnation of all or any portion of an Individual Property, (iii) a Transfer of an Individual Property in connection with realization thereon following a Mortgage Loan Default, including a foreclosure sale, (iv) any refinancing of the PropertiesProperty or the Mortgage Loan, or (iiiv) a release of any claims made by any Individual Property in accordance with the provisions of the Mortgage Borrower under the applicable Owner’s Title Policy Loan Agreement (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lenderdeposited directly into the Mezzanine Collection Account. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrower. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.5(a) on a date other than a Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any an Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b2.5(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertiesProperty, (ii) any Condemnation of all or any portion of the PropertiesProperty, or (iii) a Transfer of the Property or the First Mezzanine Collateral, (iv) any claims made refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited with Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrower. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered intointo by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is givengiven to Mortgage Borrower, and (ii) a refinancing of any Propertythe Property or the First Mezzanine Loan, on the date on which a commitment for such refinancing has been entered intointo by Mortgage Borrower or First Mezzanine Borrower, as applicable. The provisions of this Section 2.4.2(b) 2.5.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan, the First Mezzanine Loan or Transfer of any the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents. (c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.

Liquidation Events. (a) In the event of (i) any Casualty to all or any all or any portion of the PropertiesProperty, (ii) any Condemnation of all or any portion of the PropertiesProperty, (iii) a Transfer of the Property, other than a Transfer in accordance with Section 5.2.10(f) pursuant to which the Loan is assumed by the transferee, (iv) any refinancing of the Property or the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lenderdeposited directly into the Mezzanine Cash Management Account. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrower. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.4.4(a) on a date other than a Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Prepayment Premium shall be due in connection with any prepayment made as a result of any events described in pursuant to this Section 2.4.2(a2.4.4(a)(i) or (ii). (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) 2.4.4 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In Subject to Section 2.4.2 of the Mortgage Loan Agreement, in the event of (i) any Casualty to all or any portion of the PropertiesProperty, (ii) any Condemnation of all or any portion of the PropertiesProperty, (iii) a Transfer of any Mezzanine A Pledged Collateral part of the Property in connection with realization thereon following a Mezzanine A Loan Default or a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) any refinancing of the Mezzanine A Loan, the Property or the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lenderdeposited directly into the Deposit Account. On the Payment Date next following the date on which Lender actually receives a distribution of Any Net Liquidation Proceeds After Debt ServiceService deposited into the Deposit Account pursuant to this Section 2.4.2, Borrower shall prepay be applied by Lender as a prepayment of the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the end of the related Interest Period, and in connection with a Liquidation Event set forth in clauses (a)(iii) and (a)(iv) of this Section 2.4.2, the applicable Spread Maintenance Payment, if any. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrower. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.4.2(a) on a date other than a Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on in the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property or Mezzanine A Pledged Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Propertythe Property or Mezzanine A Loan, on the date on which a binding commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Mezzanine A Loan or Transfer of any the Property or the Mezzanine A Pledged Collateral set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In Subject to the Provisions of the Mortgage Loan Agreement, in the event of (i) any Casualty to all the Property or any material portion of the Propertiesthereof, (ii) any Condemnation of all the Property or any material portion thereof, (iii) a Transfer of the PropertiesProperty in connection with the realization on the Mortgage following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, (iv) any refinancing of the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid deposited directly into the Mezzanine Deposit Account. With respect to Lender. On subclauses (iii) and (iv) of the Payment Date next following the immediately preceding sentence, on each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Payment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being prepaid, and (iv) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. Borrower acknowledges and agrees that any sums received by Lender pursuant to this Section 2.4.2 may be transferred by Lender to Mortgage Lender in accordance with the terms of any intercreditor agreement to be applied to the payment of the Mortgage Loan in accordance with the terms of the Mortgage Loan Documents and any such sums which are transferred to the Mortgage Lender will not be applied to the payment of the Debt. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrower. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once not later than one (1) Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertiesthereof, (ii) any Condemnation of all the Property or any material portion thereof, (iii) a Transfer of the PropertiesMezzanine A Collateral or the Property in connection with realization thereon by Mezzanine A Collateral Agent or Mortgage Lender following a Mezzanine A Loan Default or Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property, Mezzanine A Collateral, Mezzanine A Loan or the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid deposited directly with Administrative Agent to Lenderbe held for the benefit of Lenders. On the Payment Date next following the date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the Outstanding Principal Balance actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine B Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine B Mandatory Prepayment Amount shall be paid first applied to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance Borrower (with such amounts disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loanavoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, and shall be applied by Lender on Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the next Payment DateDebt (until paid in full) in any order or priority in its sole discretion. Other than following during the continuance of an Event of Default, no Yield Maintenance Prepayment Premium or other premium shall be due in connection with any prepayment made as a result of any events described in pursuant to this Section 2.4.2(a)2.4.2. (b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property or Mezzanine A Collateral on the date on which a contract of sale for such sale is entered intointo by Mortgage Borrower or Mezzanine A Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is givenreceived by Borrower, Mezzanine A Borrower or Mortgage Borrower, and (ii) a refinancing of any the Mezzanine A Collateral or the Property, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mezzanine A Loan or Mortgage Loan or Transfer of any the Mezzanine A Collateral or the Property set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of that (i) any Casualty to all or any portion a Security Default occurs which under the terms of the Properties, Swap Agreement results in the termination of at least one but less than all Swap Transactions or (ii) any Condemnation Security becomes a Disqualified Security, but the Trust holds one or more other Securities which are not Disqualified Securities, and in each case of all or any portion of the Properties, or clauses (iiii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy and (eachii), a “Liquidation Event”)Trust Wind-Up Event has not otherwise occurred, Borrower shall cause then the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt ServiceAffected Securities (and, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%if necessary, other Trust Property) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first sold in accordance with Section 9.03(b) to the extent necessary to make any Other Obligations of a monetary nature then outstanding which are owed Termination Payment applicable to Lenderthe Affected Swap Transaction, and any balance disbursed to Borrower within 2 Business Days following all of the proceeds from such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date sale shall be held by Lender as collateral security for distributed to the LoanCertificateholders in accordance with Section 9.03(d), and but the Trust shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a)continue. (b) Borrower shall promptly notify Lender of In the event that any Liquidation Swap Transaction becomes a Disqualified Swap Transaction but the Trust holds one or more other Securities other than the Affected Securities which are not Disqualified Securities and a Trust Wind-Up Event once Borrower has knowledge of such event. Borrower not otherwise occurred, then the Affected Securities (and, if necessary, other Trust Property) shall be deemed sold in accordance with Section 9.03(b) to have knowledge the extent necessary to make any Termination Payment applicable to the Disqualified Swap Transaction, and any balance of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for proceeds from such sale is entered intoshall be distributed to the Certificateholders in accordance with Section 9.03(d), but the Trust shall continue. (c) In the event that any Credit Support becomes Disqualified Credit Support but a Trust Wind-Up Event has not otherwise occurred, then such Credit Support shall be terminated and a foreclosure saleany proceeds resulting from such termination shall be distributed to the Certificateholders in accordance with Section 9.03(d), on but the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) Trust shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documentscontinue.

Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertiesthereof, (ii) any Condemnation of all the Property or any material portion thereof, (iii) a Transfer of the PropertiesProperty in connection with realization thereon by Mortgage Lender following a Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid deposited directly with Administrative Agent to Lenderbe held for the benefit of the Lenders. On the Payment Date next following the date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the Outstanding Principal Balance actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine A Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine A Mandatory Prepayment Amount shall be paid first applied as follows: (i) first, to any Other Obligations of a monetary nature then outstanding which are owed to the Mezzanine B Lender, in an amount equal to the Mezzanine B Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine B Loan Documents, and any balance (ii) second, to Borrower (with such amounts disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to under this Section 2.4.2 clause (aii) on a date other than a Payment Date shall be held by Lender as collateral security for the Loanavoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, and shall be applied by Lender on Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the next Payment DateDebt (until paid in full) in any order or priority in its sole discretion. Other than following during the continuance of an Event of Default, no Yield Maintenance Prepayment Premium or other premium shall be due in connection with any prepayment made as a result of any events described in pursuant to this Section 2.4.2(a)2.4.2. (b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered intointo by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is givenreceived by Borrower or Mortgage Borrower, and (ii) a refinancing of any the Property, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertiesthereof, (ii) any Condemnation of all the Property or any material portion thereof, (iii) a Transfer of the PropertiesMezzanine A Collateral or the Property in connection with realization thereon by Mezzanine A Collateral Agent or Mortgage Lender following a Mezzanine A Loan Default or Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property, Mezzanine A Collateral, Mezzanine A Loan or the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid deposited directly with Administrative Agent to Lenderbe held for the benefit of Lenders. On the Payment Date next following the date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the Outstanding Principal Balance actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine B Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine B Mandatory Prepayment Amount shall be paid first applied as follows: (i) first, to any Other Obligations of a monetary nature then outstanding which are owed to the Mezzanine C Lender, in an amount equal to the Mezzanine C Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine C Loan Documents, and any balance (ii) second, to Borrower (with such amounts disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to under this Section 2.4.2 clause (aii) on a date other than a Payment Date shall be held by Lender as collateral security for the Loanavoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, and shall be applied by Lender on Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the next Payment DateDebt (until paid in full) in any order or priority in its sole discretion. Other than following during the continuance of an Event of Default, no Yield Maintenance Prepayment Premium or other premium shall be due in connection with any prepayment made as a result of any events described in pursuant to this Section 2.4.2(a)2.4.2. (b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property or Mezzanine A Collateral on the date on which a contract of sale for such sale is entered intointo by Mortgage Borrower or Mezzanine A Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is givenreceived by Borrower, Mezzanine A Borrower or Mortgage Borrower, and (ii) a refinancing of any the Mezzanine A Collateral or the Property, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mezzanine A Loan or Mortgage Loan or Transfer of any the Mezzanine A Collateral or the Property set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertiesProject, (ii) any Condemnation of all or any portion of the PropertiesProject, (iii) a transfer of the Project in connection with realization thereon by the Mortgage Loan Administrative Agent (on behalf of Mortgage Lender) following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or (iiiiv) any claims made by any refinancing of the Project or the Mortgage Borrower under the applicable Owner’s Title Policy Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lenderdeposited directly into an account designated by Administrative Agent. On the Payment Date next following the each date on which Lender Administrative Agent actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower such Net Liquidation Proceeds After Debt Service shall prepay be applied to the Outstanding Principal Balance outstanding principal balance of the Notes in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts , together with interest that would have accrued on such amount through the next Payment Date and all other sums then due; provided, however, that so in the event Administrative Agent receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date and so long as no Default or Event of Default shall have occurred and be continuing, if Borrower so requests in writing, such amounts shall be held by Lender Administrative Agent as collateral security for the LoanLoans in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender Administrative Agent on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly immediately notify Lender Administrative Agent of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property the Project on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Propertythe Project, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b2.4(8) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer transfer of any Property the Project set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (ai) In the event of (iA) any Casualty to all an Individual Property or any material portion of the Propertiesthereof, (iiB) any Condemnation of all an Individual Property or any material portion thereof, (C) a Transfer of the PropertiesProperty in connection with realization of Senior Lender’s lien on an Individual Property or collateral under the Senior Loan Documents thereon following an Event of Default under the Senior Loan, including without limitation a foreclosure sale, or (iiiD) any claims made by any Mortgage Borrower under refinancing of an Individual Property or the applicable Owner’s Title Policy Senior Loan (each, a “Liquidation Event”), Borrower shall cause the related net Liquidation Event proceeds after the payment of the Monthly Debt Service Payment Amount and other reasonable customary costs and expenses (including reasonable attorneys fees) incurred with respect to such Liquidation Event (for purposes of this Section 2.3.2 “Net Liquidation Proceeds After Debt Service Proceeds”) to be paid to deposited directly into the Mezzanine Collection Account (if established, and if not so established, in any other account designated by Lender). On the Payment Date next following the each date on which Lender actually receives a distribution payment of Net Liquidation Proceeds After Debt Service, such payment shall be applied by Lender and Borrower shall prepay be deemed to have prepaid the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Servicedistributed, together with (A) in the event that such Net Proceeds are received on or before a Payment Date, interest accruing on such amount calculated through and including the end of the month in which such Payment Date occurs, or (B) in the event that such Net Liquidation Proceeds are received on a date after a Payment Date, interest accruing on such amount calculated through and including the end of the month in which the next Payment Date occurs and (c) if no Event of Default then exists, to the extent such Net Liquidation Proceeds distribution is made as result of an event in clause 2.3.2(d)(i)(A) regarding a Casualty or clause 2.3.2(d)(i)(B) regarding a Condemnation, no Yield Maintenance Premium shall be due or payable by Borrower. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrower. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.3.2(d)(i) on a date other than a Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (bii) Borrower shall promptly notify Lender of any Liquidation Event once not later than one Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (iA) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (iiB) a refinancing of any the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b2.3.2(d) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Senior Loan or Transfer of any Individual Property set forth in this Agreement, Loan Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertiesthereof, (ii) any Condemnation of all the Property or any material portion thereof, (iii) a Transfer of the PropertiesProperty in connection with realization thereon by Mortgage Lender following a Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid deposited directly with Administrative Agent to Lenderbe held for the benefit of the Lenders. On the Payment Date next following the date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the Outstanding Principal Balance actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine A Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine A Mandatory Prepayment Amount shall be paid first applied as follows: (i) first, to any Other Obligations of a monetary nature then outstanding which are owed to the Mezzanine B Lender, in an amount equal to the Mezzanine B Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine B Loan Documents, (ii) second, to Mezzanine C Lender, an amount equal to the Mezzanine C Mandatory Prepayment Amount, to be applicable in accordance with the Mezzanine C Loan Documents, and any balance (iii) third, to Borrower (with such amounts disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to under this Section 2.4.2 clause (aiii) on a date other than a Payment Date shall be held by Lender as collateral security for the Loanavoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, and shall be applied by Lender on Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the next Payment DateDebt (until paid in full) in any order or priority in its sole discretion. Other than following during the continuance of an Event of Default, no Yield Maintenance Prepayment Premium or other premium shall be due in connection with any prepayment made as a result of any events described in pursuant to this Section 2.4.2(a)2.4.2. (b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered intointo by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is givenreceived by Borrower or Mortgage Borrower, and (ii) a refinancing of any the Property, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to affecting all or any portion of the Propertiesany Individual Property, (ii) any Condemnation of all or any portion of any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Mortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Loan Event of Default, including without limitation a foreclosure sale, (v) intentionally omitted or (vi) any refinancing of the Properties, the Mortgage Loan or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy Mezzanine A Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (if any) to be paid deposited with Lender and to Lenderbe applied in accordance with the applicable provisions of this Section 2.3.2(a). On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of if such date is a Payment Date, such Net Liquidation Proceeds After Debt ServiceService shall be applied to the outstanding principal balance of the Note and all other sums then due hereunder or under the Loan Documents and any remaining Net Liquidation Proceeds After Debt Service shall be disbursed to Borrower. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender in accordance with the immediately preceding sentence on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium No prepayment consideration or any other prepayment premium or penalty shall be due in connection with any prepayment made as a result of any of the events described in clauses (i) or (ii) of this Section 2.4.2(a2.3.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any an Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is givengiven to Borrower or Mortgage Borrower, and (ii) a refinancing of any an Individual Property, the Mortgage Loan or the Mezzanine A Loan, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or the Mezzanine A Loan or Transfer of any Individual Property set forth in this Agreement, and the other Loan Documents and Documents, the Mortgage Loan Documents or the Mezzanine A Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertiesCasualty, (ii) any Condemnation of all or Condemnation, (iii) a Mortgage Loan Foreclosure Transfer, (iv) any portion refinancing of the PropertiesMortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lenderdeposited directly into the Senior Mezzanine Debt Service Account. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt ServiceService are deposited into the Senior Mezzanine Debt Service Account in accordance with the foregoing, Borrower the same shall be applied by Lender to prepay the Outstanding Principal Balance outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess remaining after the repayment of the Debt in full shall be (A) if the Junior Mezzanine Loan is then outstanding, deposited into the Junior Mezzanine Debt Service Account for further distribution pursuant to the terms and conditions of the Cash Management Agreement, or (B) if the Junior Mezzanine Loan is not then outstanding, paid first to any Other Obligations Borrower. In the event that Net Liquidation Proceeds After Debt Service are applied as a prepayment of the Debt, the Allocated Loan Amount for the Individual Property or Individual Properties with respect to which such Net Liquidation Proceeds After Debt Service were paid shall be reduced in an amount equal to such prepayment (or, in the case of a monetary nature then outstanding which are owed Liquidation Event referenced in the foregoing clause (iii) or clause (iv), applied to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) reduce the Allocated Loan Amounts on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(apro rata basis). (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. , and Borrower shall be deemed to have knowledge of such event at any time that Mortgage Borrower or Guarantor has, or is deemed to have, knowledge thereof Borrower, Mortgage Borrower and Guarantor shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property Mortgage Loan Foreclosure Transfer on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date that notice of such foreclosure sale Mortgage Loan Foreclosure Transfer is givenprovided to Mortgage Borrower, and (ii) a refinancing of any Property, the Mortgage Loan in its entirety on the date on which a commitment for such refinancing has been entered intointo by Mortgage Borrower. The provisions of this Section 2.4.2(b) 2.4.4 shall not be construed in a manner so as to contravene or modify in any manner the restrictions and other provisions regarding governing refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property and Transfers set forth in this Agreement, Agreement and the other Loan Documents Documents. (c) Notwithstanding anything to the contrary in this Section 2.4.4 and provided no Event of Default has occurred, in the event of a Liquidation Event (solely with respect to clause (v) of the definition thereof) that consists of the receipt by Mortgage Borrower of proceeds realized under its owner’s title insurance policy and gives rise to Net Liquidation Proceeds After Debt Service, if the applicable title defect as to which such proceeds were paid by the applicable title insurance company is the result of any mechanics’ Liens, mortgage Liens or other monetary Liens that were not excepted from coverage in the applicable title insurance policy and the failure to so cure would cause a Mortgage Loan DocumentsEvent of Default, Lender shall distribute the Net Liquidation Proceeds After Debt Service in respect of such title defect to Borrower for application by Mortgage Borrower (and Borrower shall cause Mortgage Borrower to so apply the same) for the payment of the amounts required to release the applicable Lien on the affected Individual Property, provided that, if such proceeds are not sufficient to repay the amounts required to release the applicable Lien in full, Lender may, as a condition to making such proceeds available to Mortgage Borrower, require that Borrower provide to Lender evidence that is reasonably satisfactory to Lender that Mortgage Borrower has funds available to pay the shortfall (and, in such case, Borrower shall cause Mortgage Borrower to pay such shortfall).

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertiesProperty, (ii) any Condemnation of all or any portion of the PropertiesProperty, (iii) a Transfer of the Property in connection with realization thereon following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited directly with Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date, and, other than in connection with a Liquidation Event occurring under subclauses (i), (ii) or (v) above, together with any applicable Exit Fee or Prepayment Premium. Any amounts For the avoidance of Net Liquidation Proceeds After Debt Service in excess of the Debt doubt, no Exit Fee or Prepayment Premium shall be paid first to any Other Obligations of payable in connection with a monetary nature then outstanding which are owed to LenderLiquidation Event occurring under subclauses (i), and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender(ii) or (v) above. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.4.2(a) on a date other than a Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event After payment in full of Defaultthe Loan, no Yield Maintenance Premium any remaining Net Liquidation Proceeds After Debt Service on deposit with Lender shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a)released to Borrower. (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is givengiven to Borrower or Mortgage Borrower, and (ii) a refinancing of any the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, the other Loan Documents and or the Mortgage Loan Documents.

Liquidation Events. (a) In Following the event occurrence of (i) any Casualty a Liquidation Event, the Transferor shall promptly give notice to all or any portion the 1998-B Securitization Trustee of such Liquidation Event. Within 15 days of the Properties, (ii) any Condemnation of all or any portion receipt by the 1998-B Securitization Trustee of the Propertiesnotice, the 1998-B Securitization Trustee shall publish a notice in the Authorized Newspapers that a Liquidation Event has occurred and that the 1998-B Securitization Trustee intends to sell, dispose of or otherwise liquidate the 1998-B SUBI, the 1998-B SUBI Certificate and the other property of the 1998-B Securitization Trust in a commercially reasonable manner. Following such publication, the 1998-B Securitization Trustee shall, unless otherwise prohibited by applicable law from any such action, sell, dispose of, or (iii) any claims made by any Mortgage Borrower under otherwise liquidate the applicable Owner’s Title Policy (each1998-B SUBI, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On 1998-B SUBI Certificate and the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess other property of the Debt shall be paid first to any Other Obligations 1998-B Securitization Trust, in a commercially reasonable manner and on commercially reasonable terms, which may, but are not required to, include the solicitation of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loancompetitive bids, and shall be applied by Lender on proceed to consummate the next Payment Datesale, liquidation or disposition thereof as provided above with the highest bidder. Other than following an Event of Default, no Yield Maintenance Premium The Transferor and the Servicer shall be due permitted to bid for the 1998-B Securitization Trust property. The 1998-B Securitization Trustee may obtain a prior determination from the conservator, receiver, or trustee in connection with any prepayment made as a result bankruptcy of the Transferor that the terms and manner of any events described in this Section 2.4.2(a)proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 8.01 and 8.02 shall not be deemed to be mutually exclusive. (b) Borrower shall promptly notify Lender The proceeds from the sale, disposition or liquidation of any Liquidation Event once Borrower has knowledge of such event. Borrower the 1998-B SUBI Certificate and the 1998-B SUBI Assets evidenced thereby pursuant to Section 8.02(a) above, shall be deemed payable pursuant to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property priorities set forth in this AgreementSection 3.01(o) above; PROVIDED, that the Servicer on behalf of the 1998-B Securitization Trustee shall determine conclusively without liability for such determination the amount of such proceeds which are allocable to Interest Collections and the amount of such proceeds which are allocable to Principal Collections. On the day following the Certificate Payment Date on which such proceeds are distributed to the Investor Certificateholders, the other Loan Documents and the Mortgage Loan Documents1998-B Securitization Trust shall terminate.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertiesProperty, (ii) any Condemnation of all or any portion of the PropertiesProperty, (iii) a Transfer of the Property, (iv) any refinancing of the Property or any of the Mortgage Loans, or (iiiv) any claims made the receipt by any Mortgage Borrower of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by such Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower Borrowers shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited with Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower Lender shall prepay apply the Outstanding Principal Balance entire amount thereof as follows: (A) first, to the Obligations until the Obligations are repaid in an amount equal to one hundred percent full, (100%B) second, in accordance with the provisions of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess Article 11 of the Debt Second Mezzanine Loan Agreement; provided, however, that, in each of the foregoing instances, Borrowers shall be also pay, if such payment occurs on a day other than a Monthly Payment Date, interest on the amount of the Loan so paid first to any Other Obligations at the rate of a monetary nature interest then outstanding which are owed to Lenderaccruing thereon through, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lenderbut not including, the next succeeding Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) 2.4.9 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest-bearing account, with such interest accruing to the benefit of Borrowers, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Yield Spread Maintenance Premium shall be due in connection with any prepayment made as a result pursuant to clauses (i) or (ii) of any events described in this Section 2.4.2(a)2.4.9(a) prior to the Prepayment Release Date. (b) Borrower Borrowers shall promptly immediately notify Lender of any potential or future Liquidation Event once Borrower has Borrowers have knowledge of such event. Borrower Borrowers shall be deemed to have knowledge of (i) a sale Sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered intoexecuted by or on behalf of Mortgage Borrowers, and a foreclosure sale, on the date notice of such foreclosure sale is givengiven to or on behalf of Mortgage Borrowers, and (ii) a refinancing of the Property or any Propertyof the Mortgage Loans, on the date on which a commitment for such refinancing has been entered intoexecuted by or on behalf of Mortgage Borrower. The provisions of this Section 2.4.2(b) 2.4.9 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan Loans or Transfer of any the Property set forth in this Agreement, the other Loan Documents and and/or the Mortgage Loan Documents. (c) In each instance of prepayment under this Section 2.4.9, Borrower shall be required to pay all other sums due hereunder (including under Section 2.2.7) and no principal amount repaid may be reborrowed.

Liquidation Events. (a) In the event of (i) any Casualty to all or any all or any portion of the PropertiesProperties or any material portion of any Individual Property thereof, (ii) any Condemnation of all or any portion of the PropertiesProperties or any material portion of any Individual Property thereof, (iii) a Transfer of any Senior Mezzanine Collateral or of Individual Property in connection with realization thereon following an Event of Default under the Mortgage Loan or an Event of Default under the Senior Mezzanine Loan, as applicable, including without limitation a foreclosure sale, (iv) any refinancing of any Individual Property or the Mortgage Loan or the Senior Mezzanine Loan, or (iiiv) any claims made the receipt by any Mortgage Borrower or Maryland Owner of any excess proceeds realized under the applicable Ownerits owner’s Title Policy title insurance policy after application of such proceeds by Mortgage Borrower or Maryland Owner to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lenderdeposited directly into the Junior Mezzanine Loan Cash Management Account. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date, and, other than in connection with a Liquidation Event occurring under subclauses (i) or (ii) above, together with any applicable Prepayment Premium and/or Yield Maintenance Premium. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to LenderBorrower. Any prepayment received by Lender pursuant to this Section 2.4.2 (a2.3.2(a) on a date other than a Payment Date shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event Notwithstanding the foregoing, the Transfer of Default, no Yield Maintenance Premium shall be due Properties in connection with any prepayment made as a result refinancing an Individual Property or the Mortgage Loan shall not be deemed a Liquidation Event provided that the provisions of any events described in this Section 2.4.2(a)Sections 2.3.1 and 2.5 hereof are satisfied. (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan, the Senior Mezzanine Loan or Transfer of any Property the Properties or the Senior Mezzanine Collateral set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.

Liquidation Events. (a) In the event of a Liquidation Event, the holders of Series A Preferred Membership Interests shall be entitled, out of assets legally available therefor (i) subject to creditors’ reserves for payments to creditors in accordance with Section 9.03(b)), before any Casualty to all distribution or any portion payment out of the Properties, (ii) any Condemnation of all or any portion assets of the PropertiesCompany may be made to or set aside for the holders of any Junior Equity Interests, or (iii) and subject to the rights of the holders of any claims made by any Mortgage Borrower under Senior Equity Interests and Parity Equity Interests upon liquidation and the applicable Ownerrights of the Company’s Title Policy (eachcreditors, to receive in full a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a liquidating distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent $1,000 (100%together with any Distribution to which a Series A Preferred Membership Interest is entitled under Section 7.01 which has not yet been paid) for each Series A Preferred Membership Interest of such Net holder then outstanding (such amount, the “Liquidation Proceeds After Debt ServicePreference”). Any amounts The holders of Net Liquidation Proceeds After Debt Service in excess of the Debt Series A Preferred Membership Interests shall not be paid first entitled to any Other Obligations further payments with respect to any Membership Interests in the event of a monetary nature then outstanding which are owed to Lenderany such Liquidation Event, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security what is expressly provided for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a)7.03; provided, however, that in the event of a Liquidation Event involving Barnes&Noble, each holder of Series A Preferred Membership Interests may elect with respect to each Series A Preferred Membership Interest to receive the Liquidation Preference or continue to hold such Series A Preferred Membership Interest. (b) Borrower shall promptly notify Lender If the assets of any Liquidation Event once Borrower has knowledge the Company are not sufficient to pay in full the aggregate liquidating distributions required to be paid pursuant to Section 7.03(a) to the holders of Series A Preferred Membership Interests and all holders of Parity Equity Interests having pari passu rights as to liquidation, the amounts distributed to the holders of Series A Preferred Membership Interests and all such event. Borrower Parity Equity Interests shall be deemed paid pro rata in accordance with the respective aggregate liquidating distributions to have knowledge which they would otherwise be entitled. (c) Following the distribution to holders of (i) a sale (other than a foreclosure sale) Series A Preferred Membership Interests described in Section 7.03(a), the Board of Managers pursuant to Section 9.03 will distribute any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment remaining proceeds of the Mortgage Loan or Transfer liquidation of any Property set forth the Company to holders of Junior Equity Interests in this Agreement, the other Loan Documents and the Mortgage Loan Documentsproportion to their Percentage Interests (including Members holding Common Membership Interests).

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Propertiesany Individual Property, (ii) any Condemnation of all or any portion of the Propertiesany Individual Property, or (iii) a Transfer of any claims made Individual Property in connection with realization thereon by any the Mortgage Borrower Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Event of Default under the applicable Owner’s Title Policy Mezzanine A Loan, including without limitation a foreclosure sale, (v) a Transfer of the Mezzanine B Collateral in connection with realization thereon by the Mezzanine B Lender following a Mezzanine B Event of Default under the Mezzanine B Loan, including without limitation a foreclosure sale or (vi) any refinancing of any Individual Property, the Mortgage Loan, the Mezzanine A Loan or the Mezzanine B Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited directly into an account designated by Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, the Mortgage Loan, the Mezzanine A Loan or the Mezzanine B Loan on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan, the Mezzanine A Loan or the Mezzanine B Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents and Documents, the Mortgage Loan Documents, the Mezzanine A Loan Documents or the Mezzanine B Loan Documents.

Liquidation Events. (a) In the event of that (i) any Casualty to all or any portion an Underlying Security Default shall occur which under the terms of the Properties, Swap Agreement results in the termination of at least one but fewer than all Transactions under the Swap Agreement or (ii) any Condemnation of all Underlying Security held by the Trust becomes a Disqualified Underlying Security, but the Trust holds one or more other Underlying Securities which are not Disqualified Underlying Securities, and a Trust Wind-Up Event has not otherwise occurred, then the Affected Underlying Securities (and, if necessary, other Trust Property) shall be sold to the extent necessary to pay any portion of Termination Payment applicable to the Properties, or (iii) any claims made by any Mortgage Borrower Affected Transaction under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to LenderSwap Agreement, and any balance disbursed the remainder distributed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this the Holders in accordance with Section 2.4.2 (a) on a date other than a Payment Date 9.03, but the Trust shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a)continue thereafter. (b) Borrower In the event that any Transaction under a Swap Agreement becomes a Disqualified Transaction but the Trust holds one or more other Underlying Securities other than the Affected Underlying Securities which are not Disqualified Underlying Securities and a Trust Wind-Up Event has not otherwise occurred, then the Affected Underlying Securities (and, if necessary, other Trust Property) shall promptly notify Lender of be sold to the extent necessary to pay any Liquidation Termination Payment applicable to the Disqualified Transaction under the Swap Agreement, and the remainder distributed to the Holders in accordance with Section 9.03, but the Trust shall continue thereafter. (c) In the event that any Credit Support becomes Disqualified Credit Support but a Trust Wind-Up Event once Borrower has knowledge not otherwise occurred, then such Credit Support shall be terminated and any proceeds of such event. Borrower termination shall be deemed distributed pro rata to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered intoHolders, and a foreclosure sale, on but the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) Trust shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documentscontinue thereafter.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Propertiesany Individual Property, (ii) any Condemnation of all or any portion of any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the PropertiesMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, or (iiiiv) any claims made by refinancing of any Individual Property or the Mortgage Borrower under the applicable Owner’s Title Policy Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited directly into an account designated by Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any PropertyIndividual Property or the Mortgage Loan, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents and the or Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Propertiesany Individual Property, (ii) any Condemnation of all or any portion of the Propertiesany Individual Property, or (iii) a Transfer of any claims made Individual Property in connection with realization thereon by any the Mortgage Borrower Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Event of Default under the applicable Owner’s Title Policy Mezzanine A Loan, including without limitation a foreclosure sale, (v) a Transfer of the Mezzanine B Collateral in connection with realization thereon by the Mezzanine B Lender following a Mezzanine B Event of Default under the Mezzanine B Loan, including without limitation a foreclosure sale, (vi) a Transfer of the Mezzanine C Collateral in connection with realization thereon by the Mezzanine C Lender following a Mezzanine C Event of Default under the Mezzanine C Loan, including without limitation a foreclosure sale or (vii) any refinancing of any Individual Property, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan or the Mezzanine C Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited directly into an account designated by Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan or the Mezzanine C Loan on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan or the Mezzanine C Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents and Documents, the Mortgage Loan Documents, the Mezzanine A Loan Documents, the Mezzanine B Loan Documents or the Mezzanine C Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertiesProperty, (ii) any Condemnation of all or any portion of the PropertiesProperty, (iii) a Transfer of the Property in connection with realization thereon by Mortgage Lender following an Event of Default under the Mortgage Loan, including, without limitation, a foreclosure sale, or (iiiiv) any claims made by any refinancing of the Property or the Mortgage Borrower under the applicable Owner’s Title Policy Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited directly into an account designated by Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and distribution shall be applied by Lender in the same manner as repayments under Section 2.3.1, and such prepayment shall include interest that would have accrued on the next Payment DatePrincipal prepaid through the end of the current Interest Period. Other than following an Provided that no Event of DefaultDefault is continuing, no Yield Maintenance Premium any such mandatory prepayment under clauses (i) and (ii) above shall be due in connection with any without the payment of the Spread Maintenance Premium. Notwithstanding anything to the contrary contained herein, each prepayment made as a result of any events described in under this Section 2.4.2(a)2.3.2 shall be applied in inverse order of maturity and shall not extend or postpone the due dates of the monthly installments due under the Note or this Agreement, or change the amounts of such installments. (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any the Property, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property set forth in this Agreement, Agreement and the other Loan Documents Documents. (c) In addition, and notwithstanding anything to the contrary contained herein or in any other Loan Document, provided no Event of Default is continuing, no Spread Maintenance Premium shall be payable in connection with any prepayment of the Debt in connection with a simultaneous prepayment of the Mortgage Loan Documents(i) required by Mortgage Lender under Section 5 or 6 of the Mortgage or (ii) at the election of Mortgage Borrower pursuant to Section 7.4.2 of the Mortgage Loan Agreement.

Liquidation Events. (a) In the event of (i) any Casualty to affecting all or any portion of the Propertiesany Individual Property, (ii) any Condemnation of all or any portion of the Propertiesany Individual Property, or (iii) a Transfer of any claims made Individual Property in connection with realization thereon by the Mortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) intentionally omitted, (v) intentionally omitted or (vi) any refinancing of the Properties or the Mortgage Borrower under the applicable Owner’s Title Policy Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (if any) to be paid deposited with Lender and to Lenderbe applied in accordance with the applicable provisions of this Section 2.3.2(a). On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of if such date is a Payment Date, such Net Liquidation Proceeds After Debt ServiceService shall be applied to the outstanding principal balance of the Note and all other sums then due hereunder or under the Loan Documents and any remaining Net Liquidation Proceeds After Debt Service shall be disbursed to Borrower. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender in accordance with the immediately preceding sentence on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium No prepayment consideration or any other prepayment premium or penalty shall be due in connection with any prepayment made as a result of any of the events described in clauses (i) or (ii) of this Section 2.4.2(a2.3.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any an Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is givengiven to Borrower or Mortgage Borrower, and (ii) a refinancing of any Propertyan Individual Property or the Mortgage Loan, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or the Transfer of any Individual Property set forth in this Agreement, and the other Loan Documents and or the Mortgage Loan Documents.

Liquidation Events. (a) In the event of (i) any Casualty to affecting all or any portion of the Propertiesany Individual Property, (ii) any Condemnation of all or any portion of any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Mortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Loan Event of Default, including without limitation a foreclosure sale, (v) intentionally omitted or (vi) any refinancing of the Properties, the Mortgage Loan or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy Mezzanine A Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (if any) to be paid deposited with Lender and to Lenderbe applied in accordance with the applicable provisions of this Section 2.3.2(a). On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of if such date is a Payment Date, such Net Liquidation Proceeds After Debt ServiceService shall be applied to the outstanding principal balance of the Note and all other sums then due hereunder or under the Loan Documents and any remaining Net Liquidation Proceeds After Debt Service shall be disbursed to Borrower. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender in accordance with the immediately preceding sentence on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium No Prepayment Consideration or any other prepayment premium or penalty shall be due in connection with any prepayment made as a result of any of the events described in clauses (i) or (ii) of this Section 2.4.2(a2.3.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any an Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is givengiven to Borrower or Mortgage Borrower, and (ii) a refinancing of any an Individual Property, the Mortgage Loan or the Mezzanine A Loan, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(b) 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or the Mezzanine A Loan or Transfer of any Individual Property set forth in this Agreement, and the other Loan Documents and Documents, the Mortgage Loan Documents or the Mezzanine A Loan Documents.

Liquidation Events. (ai) In the event of (ia) any Casualty to all or any portion of the PropertiesProperty, (iib) any Condemnation of all or any portion of the PropertiesProperty, (c) a Transfer of the Property in connection with realization thereon by the Mortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or (iiid) any claims made by any refinancing of the Mortgage Borrower under the applicable Owner’s Title Policy Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to deposited directly into an account designated by Lender. On the Payment Date next following the each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the Outstanding Principal Balance outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date Date, such amounts shall be held by Lender as collateral security for the LoanLoan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (bii) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (ia) a sale (other than a foreclosure sale) of any the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (iib) a refinancing of any the Property, on the date on which a commitment for such refinancing has been is entered into. The provisions of this Section 2.4.2(bsubsection (f) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any the Property or the Collateral set forth in this Agreement, Agreement and the other Loan Documents and the Mortgage Loan Documents.