Common use of Application of Release Price Clause in Contracts

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool Borrower’s discretion, provided that (A) any Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must be the only Loan partially prepaid; (B) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, (C) any prepayment premium due and owing is paid, and (D) interest must be paid through the end of the month. (ii) In the event no Loan may be prepaid under the terms of the applicable Note, the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ Mae) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Pool.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (A) any amount of the Supplemental Loan Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must the Supplemental Loan shall only be the only Loan partially prepaid; (B) any amount of the Term Loan Outstanding which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, the Term Loan shall be only partially prepaid; (C) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, ; (CD) any prepayment premium due and owing is paid, ; and (DE) interest must be is paid through the end of the month. If Borrower is unable to meet the conditions set forth in (A) through (E), then the Release Price shall be applied first against any variable rate Supplemental Loan Outstanding so long as the prepayment is permitted under the applicable note, until any variable rate Supplemental Loan is no longer Outstanding, then against any Variable Loan Outstanding so long as the prepayment is permitted under the Variable Note, until any Variable Loan is no longer Outstanding, then against any fixed rate Supplemental Loan Outstanding so long as the prepayment is permitted under the applicable note, until any fixed rate Supplemental Loan is not longer Outstanding, then against any Fixed Loan Outstanding so long as the prepayment is permitted under the applicable Fixed Note. (ii) In the event no Loan may be prepaid under Borrower desires to release a Release Mortgaged Property on a date other than the terms last Business Day of the applicable Notemonth, the Release Price or the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Additional Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇Lender. Notwithstanding Any Additional Collateral shall first be used to prepay the foregoing, applicable Supplemental Loan and then the release applicable Term Loan on the last Business Day of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Poolmonth.

Application of Release Price. (i1) The Release Price for the Release Mortgaged Property shall be applied against in reduction of the principal amounts of the Advances Outstanding Loans in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (A) any Outstanding Loan which amount of the Note that Borrower elects to prepay must be prepaid in fullfull or, or if the Release Price is not sufficient to do so, must the Note shall be the only Loan Note partially prepaid; (B) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable such Note, ; (C) any prepayment premium Prepayment Premium due and owing is paid, ; and (D) interest must be is paid through the end of the month.. If Borrower does not give Lender direction with respect to the application of the Release Price or if the selected Note does not comply with the provisions of (A) and (B) above, then the Release Price shall be applied: (i) first against any Variable Advances Outstanding so long as the prepayment is permitted under the Variable Note (and any Prepayment Premium due and owing is paid), until any Variable Advance is no longer Outstanding (provided that, in the event there are multiple Variable Advances Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balances of the Variable Notes, and which Variable Note Outstanding has the lowest prepayment costs or highest interest rate); (ii) In then against any Fixed Advances Outstanding, so long as prepayment is permitted under the applicable Fixed Note (and any Prepayment Premium due and owing is paid) (provided that, in the event no Loan may be prepaid under there are multiple Fixed Advances Outstanding, Lender shall determine the terms order of the applicable Note, the remainder application of the Release Price taking into account factors including the unpaid principal balances of the Fixed Notes, and which Fixed Note Outstanding has the lowest prepayment costs or the highest interest rate). The Note to be prepaid or partially prepaid as determined pursuant to this Section (d) (Application of Release Price, if any), shall be held by ▇▇▇▇▇▇ ▇▇▇ referred to as the “Selected Advance”. (or its appointed collateral agent2) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance In connection with a security agreement (if required by ▇▇▇▇▇▇ Mae) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇. Notwithstanding Substitution, Borrower may substitute a Mortgaged Property that has an estimated Allocable Facility Amount that is less than the foregoing, the release Allocable Facility Amount of the Release Mortgaged Property may not be approved unless so long as Borrower pays the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance Release Price associated with the Coverage and LTV Tests for difference between such Collateral PoolAllocable Facility Amounts.

Application of Release Price. Notwithstanding the terms in any Note, the application of any amount received from Borrower that is less than all amounts due and payable shall be applied as follows: (i) The Release Price for the Collateral Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (A) any amount of the Outstanding Loan Advances which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must the amount of the Outstanding Advances shall be the only Loan partially prepaid; (B) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, ; (C) any prepayment premium due and owing is paid, ; and (D) interest must be paid through the end of the monthmonth for a Fixed Facility Advance Outstanding and further, with respect to a Variable Advance Outstanding, for the entire term of the Variable Advance Outstanding. (ii) If Borrower does not give Lender direction with respect to the application of the Release Price or if such direction does not comply with the provisions of 7.02(d)(i) above, then the Release Price shall be applied: (A) First, against any Variable Advance Outstanding so long as the prepayment is permitted under the Variable Facility Note and this Agreement (and any prepayment premium due and owing is paid), until any Variable Advance is no longer Outstanding (provided that, in the event there are multiple Variable Advances Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balance of the Variable Advance, and which Variable Advance Outstanding has the lowest prepayment costs or highest interest rate); and (B) then against any Fixed Facility Advance Outstanding so long as the prepayment is permitted under the applicable Fixed Note (and any prepayment premium due and owing is paid) (provided that, in the event there are multiple Fixed Facility Advances Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balances of the Fixed Notes, and which Fixed Note Outstanding has the lowest prepayment costs or the highest interest rate). (iii) In the event no Loan may be prepaid under Borrower desires to release a Collateral Release Property on a date other than the terms last Business Day of the applicable Notemonth and apply the Release Price to a Fixed Facility Advance Outstanding, or on a date other than a rollover date for the Variable Advance Outstanding and apply the Release Price to the Variable Advance Outstanding, the Release Price or the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-interest bearing account designated by ▇▇▇▇▇▇ Mae for in the benefit name of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) Lender in Permitted Investments as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇Lender. Notwithstanding the foregoing, the release Any portion of the Release Mortgaged Property Price held as Substitute Cash Collateral may not be approved unless released if, immediately after giving effect to the aggregate Valuation release, each of all Mortgaged Properties remaining the conditions set forth in such Collateral Pool is greater than Outstanding Loans under such Collateral PoolSection 7.03(a) below shall have been satisfied. Any Substitute Cash Collateral remaining will shall be returned to the applicable Collateral Pool Borrower applied, as applicable, on the last Business Day of the month or the rollover date all Loans made to such Collateral Pool Borrower are repaid as described above, in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Poolorder provided in Section 7.02(d) above.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (A) any amount of the Supplemental Loan Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must the Supplemental Loan shall be the only Loan partially prepaid; (B) any amount of the Outstanding Advances which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, the amount of the Outstanding Advances shall be only partially prepaid; (C) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, ; (CD) any prepayment premium due and owing is paid, ; and (DE) interest must be paid through the end of the month. If Borrower is unable to meet the conditions set forth in (A) through (E), then the Release Price shall be applied first against any variable rate Supplemental Loan Outstanding so long as the prepayment is permitted under the applicable note, until any variable rate Supplemental Loan is no longer Outstanding, then against any Variable Advance Outstanding so long as the prepayment is permitted under the Variable Note, until any Variable Loan is no longer Outstanding, then against any fixed rate Supplemental Loan Outstanding so long as the prepayment is permitted under the applicable note, until any fixed rate Supplemental Loan is not longer Outstanding, then against any Fixed Advance Outstanding so long as the prepayment is permitted under the applicable Fixed Note. (ii) In the event no Loan may be prepaid under Borrower desires to release a Release Mortgaged Property on a date other than the terms last Business Day of the applicable Notemonth, the Release Price or the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral PoolLender. Any Substitute Cash Collateral remaining will shall first be returned used to prepay the applicable Collateral Pool Borrower Supplemental Loan and then the applicable Advance on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with last Business Day of the Coverage and LTV Tests for such Collateral Poolmonth.

Application of Release Price. The Release Price shall be applied as follows: (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool Borrower’s discretionfirst, provided that (A) any Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must be the only Loan partially prepaid; (B) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, (C) any prepayment premium due and owing is paid, and (D) interest must be paid through the end of the month. (ii) In the event no Loan may be prepaid under the terms of the applicable Note, the remainder of the Release Price, if anyor the applicable portion thereof, shall be credited against the undrawn amount of the Maximum Credit Facility Commitment available under this Agreement; (ii) second, the Release Price, or the applicable portion thereof, shall be paid by the Borrower to the Lender to reduce the Revolving Advances Outstanding until there are no further Revolving Advances Outstanding; and (iii) third, the Release Price, or the applicable portion thereof, shall be paid by the Borrower to the Lender in an amount equal to the aggregate unpaid principal balance of Base Facility Advances Outstanding which amount shall be held by ▇▇▇▇▇▇ ▇▇▇ the Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute substituted Collateral (collectively, with any interest thereon, “Substitute "Cash Collateral”"), in accordance with a security agreement (if required by ▇▇▇▇▇▇ Mae) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇the Lender. Notwithstanding the foregoing, the release Any portion of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Price held as Cash Collateral remaining will will, at the Borrower's option, either be returned used by the Borrower to repay Base Facility Advances on the applicable maturity dates of such Advances or be released by the Lender to the applicable Collateral Pool Borrower, in whole or in part, as Base Facility Advances are repaid by the Borrower on the applicable maturity dates of such Base Facility Advances (other than as a result of a rollover of a Base Facility Advance pursuant to Section 3.10), provided that, in either case, no Event of Default or Potential Event of Default then exists hereunder. If, on the date on which a release occurs all Loans made or a portion of the Release Price is to be paid to reduce Revolving Advances Outstanding, but all or a portion of such Revolving Advances Outstanding are not then due and payable, the Lender shall hold the applicable payments as additional Collateral Pool Borrower for the Credit Facility until the next date on which such Revolving Advances are repaid in fulldue and payable, or after an event that brings such Collateral Pool back into compliance with at which time the Coverage Lender shall apply the amounts held by it to the amounts of the Revolving Advances then due and LTV Tests for such Collateral Poolpayable.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against in reduction of the principal amounts of the Advances Outstanding Loans in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (Ai) any Outstanding Loan which amount of the Note that Borrower elects to prepay must be prepaid in fullfull or, or if the Release Price is not sufficient to do so, must the Note shall be the only Loan partially prepaid; (Bii) prepayment is permitted under such Note; (iii) any yield maintenance, fee maintenance, or other prepayment premium due and owing is paid; and (iv) interest is paid through the end of such Loan the month. If Borrower does not give Lender direction with respect to the application of the Release Price or if the selected Note does not comply with the provisions of (i) and (ii) above, then the Release Price shall be applied: (A) first against any Variable Advance Outstanding so long as the prepayment is permitted (for example, not subject to a lock out period) under the applicable Note, Variable Facility Note (C) and any prepayment premium due and owing is paid), and until any Variable Loan is no longer Outstanding (D) interest must be paid through the end of the month. (ii) In provided that, in the event no Loan may be prepaid under there are multiple Variable Advances Outstanding, Lender shall determine the terms order of the applicable Note, the remainder application of the Release PricePrice taking into account factors including the unpaid principal balances of the Variable Facility Notes, if anyand which Variable Facility Note Outstanding has the lowest prepayment costs or highest interest rate; (B) then against any Fixed Advance Outstanding so long as the prepayment is permitted under the applicable Fixed Facility Note (and any prepayment premium due and owing is paid) (provided that, in the event there are multiple Fixed Advances Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balances of the Fixed Facility Notes, and which Fixed Facility Note Outstanding has the lowest prepayment costs or the highest interest rate. The Note to be prepaid or partially prepaid as determined pursuant to this Section 3.04(e), shall be held by ▇▇▇▇▇▇ ▇▇▇ (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for referred to as the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash CollateralSelected Note”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ Mae) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Pool.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool Borrower’s discretion, provided that (A) any Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must be the only Loan partially prepaid; (B) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, (C) any prepayment premium due and owing is paid, and (D) interest must be paid through the end of the month. (ii) In the event no Loan may be prepaid under the terms of the applicable Note, the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae Lender for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ Lender shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇Lender. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Pool.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (A) any Outstanding Loan Advance which Borrower elects to prepay repay must be prepaid repaid in full, or if the Release Price is not sufficient to do so, must the Outstanding Advance that Borrower elects to repay shall be the only Loan Advance to be partially prepaidrepaid; (B) if applicable, any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, ; (C) any prepayment premium due and owing is paid, ; and (D) interest must be paid through the end of the month. If Borrower does not give Lender direction with respect to the application of the Release Price or if such direction does not comply with the provisions of (A) above, then the Release Price shall be applied: (1) first against any Variable Advance Outstanding so long as the prepayment is permitted under the Variable Facility Note (and any prepayment premium due and owing is paid), until any Variable Advance is no longer Outstanding (provided that, in the event there are multiple Variable Advances Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balances of the Variable Facility Notes, and which Variable Facility Note Outstanding has the lowest prepayment costs or highest interest rate); (2) then against any Fixed Advance Outstanding so long as the prepayment is permitted under the applicable Fixed Facility Note (and any prepayment premium due and owing is paid) (provided that, in the event there are multiple Fixed Advances Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balances of the Fixed Facility Notes, and which Fixed Facility Note Outstanding has the lowest prepayment costs or the highest interest rate). (ii) In the event no Loan may be prepaid under Borrower desires to release a Release Mortgaged Property on a date other than the terms last Business Day of the applicable Notemonth, the Release Price or the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interesta non-interest bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇Lender. Notwithstanding Any such substitute cash Collateral shall be applied on the foregoing, the release last Business Day of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining month in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid order provided in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral PoolSection 3.04(d)(i) above.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (A) any amount of the Supplemental Loan Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must the Supplemental Loan shall only be the only Loan partially prepaid; (B) any amount of the Term Loan Outstanding which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, the Term Loan shall be only partially prepaid; (C) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, ; (CD) any prepayment premium due and owing is paid, ; and (DE) interest must be is paid through the end of the month. If Borrower does not give Lender direction with respect to the application of the Release Price or if such direction does not comply with the provisions of (A) — (B) above, then the Release Price shall be applied first against any variable rate Supplemental Loan Outstanding so long as the prepayment is permitted under the applicable note, until any variable rate Supplemental Loan is no longer Outstanding (provided that, in the event there are multiple variable rate Supplemental Loans Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balance of the variable rate Supplemental Loan notes, and which variable rate Supplemental Loan note Outstanding has the lowest prepayment costs or highest interest rate), then against any Variable Loan Outstanding so long as the prepayment is permitted under the Variable Facility Note, until any Variable Loan is no longer Outstanding, then against any fixed rate Supplemental Loan Outstanding so long as the prepayment is permitted under the applicable note, until any fixed rate Supplemental Loan is no longer Outstanding (provided that, in the event there are multiple fixed rate Supplemental Loans Outstanding, Lender shall determine the order of application of the Release Price taking into account factors including the unpaid principal balance of the fixed rate Supplemental Notes, and which fixed rate Supplemental Loan note Outstanding has the lowest prepayment costs or highest interest rate), then against any Fixed Loan Outstanding as permitted under the applicable Fixed Facility Note. (ii) In the event no Loan may be prepaid under Borrower desires to release a Release Mortgaged Property on a date other than the terms last Business Day of the applicable Notemonth, the Release Price or the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral PoolLender. Any Substitute Cash Collateral remaining will shall first be returned used to prepay the applicable Collateral Pool Borrower Supplemental Loan and then the applicable Term Loan on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with last Business Day of the Coverage and LTV Tests for such Collateral Poolmonth.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool Borrower’s discretion, provided that (A) any Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must be the only Loan partially prepaid; (B) any prepayment of such Loan Fixed Loans is permitted (for example, not subject to a lock out period) under the applicable Fixed Loan Note, (C) any prepayment premium due and owing is paid, and (D) interest must be paid through the end of the month. (ii) In the event no Loan may be prepaid under the terms of the applicable Note, the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae Lender for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ Lender shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇Lender. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Pool.

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against (on the Outstanding Loans Rollover Date in the applicable Collateral Pool case of a Variable DMBS Advance) in the order selected by Borrower’s discretion, provided that (A) any amount of the Outstanding Loan Advance which Borrower elects to prepay must be prepaid in fullfull or, or if the Release Price is not sufficient to do so, must the Advance shall be the only Loan partially prepaid; (B) any prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, ; (C) any prepayment premium due and owing is paid, ; and (D) interest must be or Discount, as applicable, is paid through the end of the month. If Borrower does not give Lender direction with respect to the application of the Release Price or if such direction does not comply with the provisions of (A) above, then the Release Price shall be applied first against any Variable Advances Outstanding so long as the prepayment is permitted under the Variable Facility Note, until there are no further Variable Advances Outstanding, and then against any Fixed Advances Outstanding, so long as the prepayment is permitted under the applicable Fixed Facility Note. (ii) In the event Borrower desires to release a Release Mortgaged Property on a date other than the last Business Day of the month (for a Fixed Advance or a Variable Structured ARM Advance) or the last day of the then Outstanding DMBS (in the case of a Variable DMBS Advance) or in the event that no Loan Outstanding Advances may be prepaid under the terms of the applicable NoteNote (for example, during a DMBS roll period), the Release Price or the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Additional Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇Lender. Notwithstanding Any Additional Collateral shall be applied on the foregoing, the release last Business Day of the Release Mortgaged Property may not be approved unless month in the aggregate Valuation of all Mortgaged Properties remaining order provided in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral PoolSection 3.04(d)(i).

Application of Release Price. (i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans Advances in the applicable Collateral Pool order selected by Borrower’s discretion, provided that (A) any Outstanding Loan Advance which Borrower elects to prepay must be prepaid in fullfull or, or if the Release Price is not sufficient to do so, must be the only Loan Advance partially prepaid; (B) any such prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, ; (C) any prepayment premium due and owing is paid, ; and (D) interest must be paid through the end of the month. If Borrower is unable to meet the conditions set forth in (A) through (D), then the Release Price shall be applied first against the Variable Advances Outstanding so long as the prepayment is permitted under the Variable Facility Note, until there are no further Variable Advances Outstanding, then against the prepayment of Fixed Advances Outstanding, so long as the prepayment is permitted under the applicable Fixed Facility Note. (ii) In the event Borrower desires to release a Release Mortgaged Property on a date other than the last day of the month for a Fixed Advance or a SARM Variable Advance, or in the event that no Loan Outstanding Advances may be prepaid under the terms of the applicable NoteNote (for example, due to a lock out period), the Release Price or the remainder of the Release Price, if any, shall be held by ▇▇▇▇▇▇ ▇▇▇ Lender (or its appointed collateral agent) in an interest-bearing account designated by ▇▇▇▇▇▇ Mae for the benefit of the applicable Collateral Pool Borrower (provided that ▇▇▇▇▇▇ ▇▇▇ shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by ▇▇▇▇▇▇ MaeLender) and other documents in form and substance acceptable to ▇▇▇▇▇▇ ▇▇▇Lender. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such the Collateral Pool is greater than Outstanding Loans under such Collateral PoolAdvances. Any Substitute Cash Collateral remaining will shall be returned used to prepay the applicable Collateral Pool Borrower on the date all Loans made to Advance once such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Poolprepayment is permitted.