SHALL BE
APPLIED AS FOLLOWS: (A) FIRST, TO THE OUTSTANDING TERM LOANS AND TERM LOAN
COLLATERAL, AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS DISCRETION, IN EACH
CASE UNTIL THE OUTSTANDING PRINCIPAL AMOUNT OF THE TERM LOANS HAS BEEN PAID AND
FULL AND (B) SECOND, TO THE OUTSTANDING REVOLVING LOANS AND REVOLVING LOAN
COLLATERAL IN SUCH MANNER AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS
DISCRETION UNTIL THE OUTSTANDING PRINCIPAL AMOUNT OF THE REVOLVING LOANS HAS
BEEN PAID IN FULL; PROVIDED THAT IN EITHER CASE, ANY RELATED INTEREST RATE
PROTECTION AGREEMENT SHALL BE TERMINATED IN WHOLE OR IN PART, AS APPLICABLE, AND
ANY AMOUNTS DUE THEREUNDER PAID IN FULL.
WITHIN THE PARAMETERS OF THE
APPLICATIONS SET FORTH ABOVE, PREPAYMENTS SHALL BE APPLIED TO LIBOR RATE LOANS
IN DIRECT ORDER OF INTEREST PERIOD MATURITIES.
(2)
ALL AMOUNTS REQUIRED TO BE PAID PURSUANT TO
THIS SECTION 2.7 SHALL BE DEPOSITED IN THE COLLECTION ACCOUNT AND SHALL BE
ACCOMPANIED BY ANY APPLICABLE COSTS INCURRED PURSUANT TO SECTION 2.13 (IF ANY)
AND ANY INTEREST ON THE PRINCIPAL AMOUNT THROUGH THE DATE OF PREPAYMENT.
(C)
JUNIOR/SENIOR POSITIONS.
NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT THE BORROWERS
PLEDGE TO THE ADMINISTRATIVE AGENT (WHETHER SIMULTANEOUSLY OR ON SEPARATE
OCCASIONS) THE SENIOR AND JUNIOR POSITIONS WITH RESPECT TO CERTAIN COMMERCIAL
REAL ESTATE, AND THE LOANS WITH RESPECT TO SUCH ELIGIBLE ASSET(S) THAT ARE
SENIOR IN PRIORITY HAVE BEEN REPAID OR PREPAID BY
46
THE BORROWERS OR THE RELATED OBLIGORS, (I) THE ASSET VALUE OF THE RELATED
JUNIOR-MOST ELIGIBLE ASSET(S) SHALL BE REDUCED TO ZERO (0) AND (II) THE
ADMINISTRATIVE AGENT SHALL NOT RELEASE ITS LIEN ON SUCH ELIGIBLE
ASSET(S) (INCLUDING ANY INCOME RELATED THERETO) THAT ARE SENIOR IN PRIORITY TO
THE RELATED JUNIOR-MOST ELIGIBLE ASSET(S) THAT THE ADMINISTRATIVE AGENT
CONTINUES TO HAVE A LIEN ON (REGARDLESS OF WHETHER THE OUTSTANDING ALLOCATED
REVOLVING LOAN AMOUNT OR ALLOCATED TERM LOAN AMOUNT, AS APPLICABLE, AND RELATED
AMOUNTS DUE HAVE BEEN PAID IN FULL) UNTIL THE RELATED JUNIOR-MOST ELIGIBLE
ASSET(S) IS REPAID OR PREPAID AND THE OUTSTANDING ALLOCATED REVOLVING LOAN
AMOUNT OR ALLOCATED TERM LOAN AMOUNT, AS APPLICABLE, FOR SUCH JUNIOR-MOST
ELIGIBLE ASSET PLUS ANY ACCRUED AND UNPAID INTEREST AND ANY RELATED BREAKAGE
COSTS UNDER SECTION 2.13 ARE PAID IN FULL; PROVIDED, HOWEVER, IF (A) THE LOANS
WITH RESPECT TO THE SENIOR POSITION ARE REPAID DUE TO REPAYMENTS OR PREPAYMENTS
BY THE RELATED OBLIGOR IN ACCORDANCE WITH THE UNDERLYING MORTGAGE LOAN, (B) THE
ADMINISTRATIVE AGENT HAS REEVALUATED THE REMAINING RELATED JUNIOR-MOST ELIGIBLE
ASSET(S), INCLUDING, WITHOUT LIMITATION, A REASSESSMENT AND POSSIBLE
REDETERMINATION OF THE ASSET VALUE OF SUCH ELIGIBLE ASSET, AND, BASED ON THE
REEVALUATION, THE ADMINISTRATIVE AGENT IS SATISFIED IN ITS DISCRETION WITH
CONTINUING TO HOLD SUCH JUNIOR-MOST ELIGIBLE ASSET(S) AS COLLATERAL AS IS OR
UPON CERTAIN SPECIFIED CONDITIONS, INCLUDING, WITHOUT LIMITATION, ASSIGNING A
NEW ASSET VALUE TO SUCH ELIGIBLE ASSET, WHICH APPROVAL SHALL BE IN WRITING TO BE
EFFECTIVE, AND (C) THERE ARE NO EVENTS OF DEFAULT OR DEFAULTS OUTSTANDING (EACH
TO BE EVIDENCED BY