receive the balance of the Proceeds, if any, and a
release of the Lien of the applicable Security Instrument and the other Loan
Documents with respect to the Mortgaged Property in accordance with and subject
to the terms of this Agreement).
Notwithstanding the foregoing, or the
provisions of Section (C) below, Proceeds must be applied in accordance with the
requirements of any Management Agreement or Operating Lease which is not with an
Operating Affiliate.
(C)
MATERIAL CASUALTY OR CONDEMNATION AND THE
ADMINISTRATIVE AGENT'S RIGHT TO APPLY. IN THE EVENT OF A MATERIAL CASUALTY OR A
MATERIAL CONDEMNATION, THEN THE ADMINISTRATIVE AGENT SHALL HAVE THE OPTION TO
(I) APPLY THE PROCEEDS HEREOF IN THE FOLLOWING ORDER OF PRIORITY: (A) FIRST, TO
PREPAY THE PRINCIPAL OF THE LOAN UP TO THE RELEASE AMOUNT FOR SUCH MORTGAGED
PROPERTY; (B) SECOND, TO PAY THE AMOUNT OF (1) ALL ACCRUED AND UNPAID INTEREST
IN RESPECT OF THE PRINCIPAL AMOUNT OF THE LOAN SO PREPAID THROUGH THE DATE WHICH
IS THE FINAL DAY OF THE INTEREST PERIOD IN WHICH SUCH PREPAYMENT IS MADE
(INCLUDING, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS THEN CONTINUING, INTEREST
OWED AT THE DEFAULT RATE), AND (2) ALL OTHER SUMS THEN DUE AND OWING UNDER THE
LOAN DOCUMENTS; AND (C) THIRD, TO REIMBURSE THE ADMINISTRATIVE AGENT FOR ANY
FEES AND EXPENSES OF THE ADMINISTRATIVE AGENT INCURRED IN CONNECTION THEREWITH
(IT BEING AGREED THAT, UPON SATISFACTION IN FULL OF THE ENTITLEMENTS UNDER
CLAUSES (A), (B) AND (C) OF THIS SENTENCE, THE BORROWER SHALL BE ENTITLED TO
RECEIVE THE BALANCE OF THE PROCEEDS, IF ANY AND A RELEASE OF THE LIEN OF THE
APPLICABLE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE
MORTGAGED PROPERTY IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THIS
AGREEMENT), OR (II) MAKE SUCH PROCEEDS AVAILABLE TO REIMBURSE THE BORROWER FOR
THE COST OF ANY RESTORATION IN THE MANNER SET FORTH BELOW IN SECTION 7.3(2)(D)
HEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE EVENT
OF A MATERIAL CASUALTY OR A MATERIAL CONDEMNATION, WHERE THE BORROWER CANNOT
RESTORE, REPAIR, REPLACE OR REBUILD THE MORTGAGED PROPERTY TO BE OF AT LEAST
SUBSTANTIALLY EQUAL VALUE AND OF SUBSTANTIALLY THE SAME CHARACTER AS PRIOR TO
THE MATERIAL CASUALTY OR MATERIAL CONDEMNATION OR TITLE DEFECT BECAUSE THE
MORTGAGED PROPERTY IS A LEGALLY NON-CONFORMING USE OR AS A RESULT OF ANY OTHER
LEGAL REQUIREMENT, THE BORROWER HEREBY AGREES THAT THE ADMINISTRATIVE AGENT MAY
APPLY THE PROCEEDS PAYABLE IN CONNECTION THEREWITH IN ACCORDANCE WITH CLAUSES
(A),(B) AND (C).
(D)
MANNER OF RESTORATION AND REIMBURSEMENT. IF
THE BORROWER IS ENTITLED PURSUANT TO SECTIONS 7.3(2)(B) OR 7.3(2)(C) ABOVE TO
REIMBURSEMENT OUT OF PROCEEDS (AND THE CONDITIONS SPECIFIED THEREIN SHALL HAVE
BEEN SATISFIED), SUCH PROCEEDS SHALL BE DISBURSED ON A MONTHLY BASIS UPON THE
ADMINISTRATIVE AGENT BEING FURNISHED WITH (I) SUCH ARCHITECT'S CERTIFICATES,
WAIVERS OF LIEN, CONTRACTOR'S SWORN STATEMENTS, TITLE INSURANCE ENDORSEMENTS,
BONDS, PLATS OF SURVEY AND SUCH OTHER EVIDENCES OF COST, PAYMENT AND PERFORMANCE
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE