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200507874 <br />Principal Amount in the amount of the Release Price, the Allocated Loan Amount for the Cross - collateralized <br />Property being released and discharged from the encumbrance of the applicable Cross - collateralized Mortgage and <br />related Loan Documents shall be reduced to zero (the amount by which such Allocated Loan Amount is reduced <br />being referred to as the "Released Allocated Amount "), and each other Allocated Loan Amount shall be decreased <br />by an amount equal to the product of (i) the excess of (A) the Release Price over (B) the Released Allocated Amount <br />and (ii) a fraction, the numerator of which is the applicable Allocated Loan Amount (prior to the adjustment in <br />question) and the denominator of which is the aggregate of all of the Allocated Loan Amounts other than the <br />Allocated Loan Amount applicable to the Cross - collateralized Property for which the Release Price was paid, or (b) <br />Net Proceeds, the Allocated Loan Amount for the Cross - collateralized Property with respect to which the Net <br />Proceeds were received shall be reduced to zero (the amount by which such Allocated Loan Amount is reduced <br />being referred to as the "Foreclosed Allocated Amount ") and each other Allocated Loan Amount shall (A) if the Net <br />Proceeds exceed the Foreclosed Allocated Amount (such excess being referred to as the "Surplus Net Proceeds "), be <br />decreased by an amount equal to the product of (i) the Surplus Net Proceeds and (ii) a fraction, the numerator of <br />which is the applicable Allocated Loan Amount (prior to the adjustment in question) and the denominator of which <br />is the aggregate of all of the Allocated Loan Amounts (prior to the adjustment in question) other than the Allocated <br />Loan Amount applicable to the Cross- collateralized Property with respect to which the Net Proceeds were received <br />(such fraction being referred to as the "Net Proceeds Adjustment Fraction "), (B) if the Foreclosed Allocated Amount <br />exceeds the Net Proceeds (such excess being referred to as the "Net Proceeds Deficiency"), be increased by an <br />amount equal to the product of (i) the Net Proceeds Deficiency and (ii) the Net Proceeds Adjustment Fraction, or (C) <br />if the Net Proceeds equal the Foreclosed Allocated Amount, remain unadjusted, or (c) Loss Proceeds or partial <br />prepayments or defeasances, as applicable, made in accordance with Section 15.01 hereof, the Allocated Loan <br />Amount for the Cross - collateralized Property with respect to which the Loss Proceeds or partial prepayments or <br />defeasances, as applicable, were received shall be decreased by an amount equal to the sum of (i) with respect to <br />Loss Proceeds, Loss Proceeds which are applied towards the reduction of the Principal Amount as set forth in <br />Article III hereof, if any, and (ii) with respect to partial prepayments or defeasances, as applicable, the amount of <br />any such partial prepayment which is applied towards the reduction of the Principal Amount in accordance with the <br />provisions of the Note, if any, but in no event shall the Allocated Loan Amount for the Cross - collateralized Property <br />with respect to which the Loss Proceeds or partial prepayments or defeasances, as applicable, were received be <br />reduced to an amount less than zero (the amount by which such Allocated Loan Amount is reduced being referred to <br />as the "Loss Proceeds or Pre a ent Allocated Amount ") and each other Allocated Loan Amount shall be <br />decreased by an amount equal to the product of (i) the excess of (A) the Loss Proceeds or such partial prepayments <br />or defeasances, as applicable, over (B) the Loss Proceeds or Prepayment Allocated Amount, and (ii) a fraction, the <br />numerator of which is the applicable Allocated Loan Amount (prior to the adjustment in question) and the <br />denominator of which is the aggregate of all of the Allocated Loan Amounts (prior to the adjustment in question) <br />other than the Allocated Loan Amount applicable to the Cross - collateralized Property to which such Loss Proceeds <br />or partial prepayments or defeasances, as applicable, were applied. <br />"Annual Budyzet" shall mean an annual budget submitted by Borrower to Lender in accordance with the <br />terms of Section 2.09 hereof. <br />"Appraisal" shall mean the appraisal of the Property and all supplemental reports or updates thereto <br />previously delivered to Lender in connection with the Loan. <br />"Appraiser" shall mean the Person who prepared the Appraisal. <br />"Approved Annual Budget" shall mean each Annual Budget approved by Lender in accordance with terms <br />hereof or, if there is no Annual Budget approved by Lender, the actual expenses set forth in the cash flow statements <br />delivered to Lender pursuant to Section 2.09(c) hereof with respect to the prior Fiscal Year adjusted to reflect <br />increases in Basic Carrying Costs and to delete non - recurring expenses. <br />"Approved Manager Standard" shall mean the standard of business operations, practices and procedures <br />customarily employed by entities having a senior executive with at least seven (7) years' experience in the <br />management of self- storage and retail properties which manage not less than 1,000,000 square feet of gross leasable <br />W <br />