Common use of Debt Service Reserve Clause in Contracts

Debt Service Reserve. On or before July 1, 2011, a portion of the unused Term Revolving Loan Commitment (in an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be restricted for use as set forth in this Section 2.22, which amount may vary from time to time due to changes in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”). If at any time during the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which the Debt Service Reserve was established; provided, however, that if an Event of Default has occurred and is continuing, the Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions of this Agreement and the other Loan Documents.

Debt Service Reserve. On or before July 1, 2011, a portion (a) The Operating Partnership shall dedicate Quarterly Cash Flow Available for Debt Service during each calendar quarter to the extent necessary so that by the end of such quarter the unused Term Revolving Loan Commitment (Debt Service Reserve is in an amount equal to three monthly payments 50% of principal Prospective Debt Service for the immediately following calendar quarter (the "Minimum Debt Service Reserve"). (b) In the event that the Coverage Ratio as of the end of any calendar quarter when MP Loans are outstanding is less than 1.5:1, and interest due under if the Term Loan) shall be restricted for use as set forth in foregoing provision of this Section 2.2211.11(b) is not satisfied as of the end of the period ending two calendar quarters thereafter, which amount may vary from time to time due to changes in monthly principal and interest payments due on then the Term Loan, but Operating Partnership shall at no time be less than increase the next three monthly payments of principal and interest due on the Term Loan (the “Required Prospective Debt Service Reserve Amount”). If at any time during by dedicating thereto Quarterly Cash Flow Available for Debt Service to the term of this Agreement, extent necessary so that the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than during each of the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount calendar quarters following thereafter shall be equal to at least the amount by which the sum total of the Required Prospective Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which the Debt Service Reserve was established; three calendar quarters immediately thereafter provided, however, that if an at any time after the Operating Partnership is required to dedicate Quarterly Cash Flow Available for Debt Service pursuant to this Section 11.11(b) the Coverage Ratio is equal to at least 1.5:1 for a period of four consecutive calendar quarters, the foregoing provisions of this Section 11.11(b) shall no longer be applicable and the provisions of Section 11.11(a) shall be applicable until such time as the Coverage Ratio is less than 1.5:1, and provided, further, that the Operating Partnership shall not be required to maintain a Debt Service Reserve other than as provided in Section 11.11(a) during any calendar quarter during which there are no MP Loans outstanding. (c) Notwithstanding anything contained herein or elsewhere to the contrary or seemingly to the contrary, failure by the Operating Partnership to comply with the provisions of Section 11.11(a) or 11.11(b) shall not constitute a Default or Event of Default has occurred and if such failure is continuing, a result of the Agent in its sole discretion may make Advances on the Term Revolving Loan Quarterly Cash Flow Available for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice Debt Service s being insufficient to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon fund and/or increase the Debt Service Reserve being available to make payment on any Obligationthe amount required by Section 11.11(a) or the applicable provisions of Section 11.11(b), and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions of this Agreement and the other Loan Documentsas applicable.

Debt Service Reserve. On or before July 1the Closing Date, 2011Borrower shall deposit with Lender an amount equal to Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (said amount, a portion hereinafter, the “Debt Service Reserve Fund,” and the account in which such amount is held, hereinafter, the “Debt Service Reserve Account”) for the purpose of funding an escrow fund for the payment of Debt Service and any other amounts due under this Agreement and the other Loan Documents. On each Payment Date occurring on and after the first (1st) anniversary of the unused Term Revolving Loan Commitment first (1st) Payment Date, Lender shall apply the Debt Service Reserve Fund in an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be restricted for use as set forth in this Section 2.22Monthly Debt Service Payment Amount, which amount may vary from time shall be deposited into the Cash Management Account for disbursement in accordance therewith, provided that, as of each such Payment Date, the Debt Service Coverage Ratio for the Properties for the immediately preceding twelve (12) month period shall be equal to time due or greater than 1.65 to changes 1.0. The insufficiency of any balance in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”)Account shall not relieve Borrower from its obligation to pay Debt Service and any other amounts as required under this Agreement and the other Loan Documents. If at In lieu of making the deposit (or any time during portion thereof) to the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments Account required pursuant to this Section 7.5, Borrower may deliver to Lender an irrevocable letter of principal and interest due under the Term Loan, the Borrowers shall: credit (Apayable on sight draft only) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which that is otherwise required to be deposited into the sum of the Required Debt Service Reserve Amount Account issued by a domestic financial institution having a rating by S&P and Fitch of not less than “AA” and “Aa2” by Xxxxx’x if the term of such letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, the highest then current ratings assigned in connection with any Securitization, which letter of credit shall be otherwise acceptable in form and substance to Lender and Borrower shall pay to Lender all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributionsof Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including Distributions or payments otherwise permitted under Sections 5.02(b)any fee charged by the Rating Agencies. Prior to the return of any such letter of credit, 5.02(k) or 5.02(l), and (C) make no other payments Borrower shall deposit with Lender an amount equal to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods the amount that would have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks accumulated in the amount Debt Service Reserve Account and not been disbursed in accordance with this Section 7.5 if the letter of credit had not been delivered. Any such letter of credit shall be additional security for Borrower’s obligations under the then past due ObligationLoan Documents. Notwithstanding the foregoing, Agent Lender shall have no obligation the right to make draw in full upon any such Advanceletter of credit: (i) if an Event Lender has not received at least fifteen (15) Business Days prior to the date on which the then outstanding letter of Default credit is scheduled to expire, a notice from the issuing financial institution that it has occurred and is continuing, or renewed the applicable letter of credit; (ii) for any purpose other than upon receipt of notice from the issuing financial institution that for which the Debt Service Reserve was establishedapplicable letter of credit will be terminated; provided, however, (iii) ten (10) days after Lender has given notice to Borrower that if an Event the financial institution issuing the applicable letter of Default has occurred and is continuing, credit ceases to meet the Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations rating requirement set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize 7.5; and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent (iv) upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions occurrence of this Agreement and the other Loan Documentsan Event of Default.

Debt Service Reserve. On or before July 1the Closing Date, 2011Borrower shall deposit with Lender an amount equal to Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (said amount, a portion hereinafter, the “Debt Service Reserve Fund,” and the account in which such amount is held, hereinafter, the “Debt Service Reserve Account”) for the purpose of funding an escrow fund for the payment of Debt Service and any other amounts due under this Agreement and the other Loan Documents. On each Payment Date occurring on and after the first (1st) anniversary of the unused Term Revolving Loan Commitment first (1st) Payment Date, Lender shall apply the Debt Service Reserve Fund in an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be restricted for use as set forth in this Section 2.22Monthly Debt Service Payment Amount, which amount may vary from time shall be deposited into the Cash Management Account for disbursement in accordance therewith, provided that, as of each such Payment Date, the Debt Service Coverage Ratio for the Properties for the immediately preceding twelve (12) month period shall be equal to time due or greater than 1.65 to changes 1.0. The insufficiency of any balance in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”)Account shall not relieve Borrower from its obligation to pay Debt Service and any other amounts as required under this Agreement and the other Loan Documents. If at In lieu of making the deposit (or any time during portion thereof) to the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments Account required pursuant to this Section 7.5.1, Borrower may deliver to Lender an irrevocable letter of principal and interest due under the Term Loan, the Borrowers shall: credit (Apayable on sight draft only) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which that is otherwise required to be deposited into the sum of the Required Debt Service Reserve Amount Account issued by a domestic financial institution having a rating by S&P and Fitch of not less than “AA” and “Aa2” by Xxxxx’x if the term of such letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, the highest then current ratings assigned in connection with any Securitization, which letter of credit shall be otherwise acceptable in form and substance to Lender and Borrower shall pay to Lender all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributionsof Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including Distributions or payments otherwise permitted under Sections 5.02(b)any fee charged by the Rating Agencies. Prior to the return of any such letter of credit, 5.02(k) or 5.02(l), and (C) make no other payments Borrower shall deposit with Lender an amount equal to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods the amount that would have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks accumulated in the amount Debt Service Reserve Account and not been disbursed in accordance with this Section 7.5.1 if the letter of credit had not been delivered. Any such letter of credit shall be additional security for Borrower’s obligations under the then past due ObligationLoan Documents. Notwithstanding the foregoing, Agent Lender shall have no obligation the right to make draw in full upon any such Advanceletter of credit: (i) if an Event Lender has not received at least fifteen (15) Business Days prior to the date on which the then outstanding letter of Default credit is scheduled to expire, a notice from the issuing financial institution that it has occurred and is continuing, or renewed the applicable letter of credit; (ii) for any purpose other than upon receipt of notice from the issuing financial institution that for which the Debt Service Reserve was establishedapplicable letter of credit will be terminated; provided, however, (iii) ten (10) days after Lender has given notice to Borrower that if an Event the financial institution issuing the applicable letter of Default has occurred and is continuing, credit ceases to meet the Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations rating requirement set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize 7.5.1; and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent (iv) upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions occurrence of this Agreement and the other Loan Documentsan Event of Default.

Debt Service Reserve. On In the event (A) of the occurrence and continuance of a Sotheby’s Event of Default, (B) that Sotheby’s Guarantor’s long-term unsecured debt rating (or before July 1, 2011its equivalent Private Rating (to the extent applicable)) is downgraded below “B” (or its equivalent) by any of the Rating Agencies or (C) the Sotheby’s Lease is no longer in full force and effect (each, a portion of “Debt Service Reserve Event”), Borrower shall establish an Eligible Account with Lender or Lender’s agent (such account, the unused Term Revolving Loan Commitment (in “Debt Service Reserve Account”) into which Borrower shall deposit an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be restricted for use as set forth in this Section 2.22, which amount may vary from time to time due to changes in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan $7,133,600.88 (the “Required Debt Service Reserve AmountFunds”). If at any time during the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) Provided no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, sums on deposit in the Debt Service Reserve Account shall be disbursed to Borrower upon (a) (i) in the event such funds were deposited into the Debt Service Reserve Account pursuant to clause (A) above, the cure by Sotheby’s of such Sotheby’s Event of Default, or (ii) for any purpose other than that for which in the event such funds were deposited into the Debt Service Reserve was established; providedAccount pursuant to clause (B) above, howeverSotheby’s Guarantor achieving a long-term unsecured debt rating (or its equivalent Private Rating (to the extent applicable)) of “B” (or its equivalent) or greater from each of the Rating Agencies, as applicable, and (b) Lender’s receipt of confirmation from each of the Rating Agencies that such disbursement will not result in a downgrade, withdrawal or qualification of the initial, or if an Event higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be Confidential Treatment Requested by BANA XXXX-Xxxx-00147 assigned in connection with a Securitization. Notwithstanding anything to the contrary contained herein, Borrower may, at Borrower’s option, provide a Letter of Default has occurred and is continuing, the Agent Credit in its sole discretion may make Advances on the Term Revolving Loan for the payment lieu of any Obligation of the cash deposits required to be made pursuant to this Section 9.7, provided that (i) such Letter of Credit is in the amount of the cash deposits required thereunder and otherwise meets all applicable requirements related thereto contained herein, and (ii) Borrower gives Lender ten (10) Business Days prior notice thereof and delivers to Lender a revised substantive non-consolidation opinion reflecting the delivery of such Letter of Credit, which opinion shall be in form, scope and substance acceptable in all respects to the Rating Agencies and in form, scope and substance reasonably acceptable in all respects to Lender. In the event that Borrower so chooses to provide any such Letter of Credit, (i) in the event such Letter of Credit is provided to Lender in substitution of any funds then past due held by Lender in the Debt Service Reserve Account, Lender shall, upon receipt of such order Letter of Credit, disburse said funds to Borrower, and manner as is consistent with the Agent(ii) Lender’s obligations “disbursement” of funds set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein 9.7 shall be construed deemed to negate or modify the Borrowers’ absolute and unconditional obligation refer to pay the Obligations in accordance with the terms and conditions Lender transferring such Letter of this Agreement and the other Loan DocumentsCredit to Borrower.

Debt Service Reserve. On or before July 1, 2011, Deleted: <sp> a. Borrower shall establish and maintain a portion debt service reserve account b. Borrower shall deposit at endorsement of the unused Term Revolving Loan Commitment (Note an initial amount of c. Borrower shall carry the balance in an amount this account on the financial records as a restricted asset. The Debt Service Reserve shall be invested in accordance with Program Obligations, and any interest earned on the investment shall be deposited in the Debt Service Reserve. d. Disbursements from such account shall only be made after consent, in e. Where the Mortgaged Property is already subject to a security instrument insured or held by HUD as of the date hereof and this Agreement is now being executed by Borrower as of the date hereof, the Debt Service Reserve now to be established shall be equal to the amount due to be in such account under this Agreement, and payments hereunder shall begin with the first payment due on the Borrower’s Note after acquisition, unless some other method of establishing and maintaining the account is approved in writing by HUD. Deleted: fund under existing agreements or charter provisions at the time Owners acquire such project Deleted: <#>Real property covered by the mortgage and this agreement is described in Schedule A attached hereto.¶ (This paragraph 4 is not applicable to cases insured under Section 232.)¶ <#>(a) Owners shall make dwelling accommodation and services of the project available to occupants at charges not exceeding those established in accordance with a rental schedule approved in writing by the Secretary, for any project subject to regulation of rent by the Secretary. Accommodations shall not be rented for a period of less than thirty (30) days, or, unless the mortgage is insured under Section 231, for more than three monthly payments of principal and interest due under the Term Loan) years. Commercial facilities shall be restricted rented for such use and upon such terms as set forth in this Section 2.22approved by the Secretary. Subleasing of dwelling accommodations, which amount except for subleases of single dwelling accommodations by the tenant thereof, shall be prohibited without prior written approval of Owners and the Secretary and any lease shall so provide. Upon discovery of any unapproved sublease, Owners shall immediately demand cancellation and notify the Secretary thereof.¶ <#>Upon prior written approval by the Secretary, Owners may vary charge to and receive from any tenant such amounts as from time to time due may be mutually agreed upon between the tenant and the Owners for any facilities and/or services which may be furnished by the Owners or others to changes such tenant upon his request, in monthly principal addition to the facilities and interest payments due on services included in the Term Loanapproved rental schedule. Approval of charges for facilities and services is not required for any project not subject to regulation of rent by the Secretary.¶ <#>For any project subject to regulation of rent by the Secretary, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”). If Secretary will at any time during entertain a written request for a rent increase properly supported by substantiating evidence and within a reasonable time shall:¶ Section Break (Next Page) <#><sp><sp>Approve a rental schedule that is necessary to compensate for any net increase, occurring since the term of this Agreementlast approved rental schedule, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less in taxes (other than the next three monthly payments of principal income taxes) and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by operating and maintenance cost over which the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall Owners have no obligation to make effective control or;¶ <#>Deny the increase stating the reasons therefor.¶ ... f. Upon Xxxxxxxx’s full satisfaction of all Lender and HUD obligations, Borrower shall receive any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which monies remaining in the Debt Service Reserve was established; provided, however, that if an Event of Default has occurred and is continuing, the Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions of this Agreement and the other Loan DocumentsReserve.

Debt Service Reserve. On Borrower shall establish and maintain a debt service reserve account (“Debt Service Reserve”). The account shall be deposited with Lender or before July 1in a safe and responsible depository designated by Lender. Such funds shall at all times remain under the control of Lender, 2011whether in the form of a cash deposit or invested in obligations of, a portion or fully guaranteed as to principal by, the United States of America or in such other investments as may be allowed by HUD. Such funds are to be drawn upon only with HUD’s consent, which consent may require replenishment to the minimum balance. The purpose of this reserve is to protect the insured loan in circumstances where Xxxxxxxx’s funds generated by the Project are insufficient to make the required debt service payments on the Note while other Project obligations remain current. Borrower shall deposit at endorsement of the unused Term Revolving Loan Commitment (in Note an initial amount equal to three monthly payments of principal and interest due under $_________. Thereafter, the Term Loan) minimum allowable balance shall be restricted for use as set forth in this Section 2.22$___________, which amount may vary from and if at any time to time due to changes in monthly principal and interest payments due on the Term Loan, but shall at no time be balance of the Debt Service Reserve is less than the next three monthly payments minimum allowable balance, Borrower shall make such deposits as necessary to cause the balance to be no less than such minimum allowable balance. The Borrower may make or take no Distribution at any time when the balance of principal and interest due that account is below the minimum allowable balance. Borrower shall carry the balance in this account on the Term Loan (the “Required financial records as a restricted asset. The Debt Service Reserve Amount”)shall be invested in accordance with Program Obligations, and any interest earned on the investment shall be deposited in the Debt Service Reserve. If at any time during Disbursements from such account shall only be made after consent, in writing, of HUD, which may be given or withheld in HUD’s sole discretion and upon such terms as approved by HUD. In the term event of a notification of default under the terms of the Borrower’s Security Instrument pursuant to which the Indebtedness has been accelerated, a written notification by HUD to Borrower of a violation of this Agreement, or at such other times as determined solely by HUD, HUD may direct the application of the balance in such account to the amount due on the Indebtedness as accelerated or for such other purposes as may be determined solely by HUD. Where the Mortgaged Property is already subject to a security instrument insured or held by HUD as of the Term Revolving Loan Commitment restricted for use date hereof and this Agreement is now being executed by Borrower as of the Required date hereof, the Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount now to be established shall be equal to the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted due to be in such account under Sections 5.02(b), 5.02(k) or 5.02(l)this Agreement, and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, hereunder shall begin with the Agent in its sole discretion, may make one or more Advances first payment due on the Term Revolving Loan for credit to its own Borrower’s Note after acquisition, unless some other method of establishing and maintaining the account to be held for the benefit is approved in writing by HUD. Upon Xxxxxxxx’s full satisfaction of the Banks all Lender and HUD obligations, Borrower shall receive any monies remaining in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which the Debt Service Reserve was established; provided, however, that if an Event of Default has occurred and is continuing, the Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions of this Agreement and the other Loan DocumentsReserve.

Debt Service Reserve. On or before July 1the Payment Date occurring in January 11, 20112004, and each Payment Date thereafter, Borrowers shall pay to Lender a monthly amount determined as follows: $0.00 per month for each Payment Date in calendar year 2005; $66,808.55 per month for each Payment Date in calendar year 2006; $0.00 per month for each Payment Date in calendar year 2007; $0.00 per month for each Payment Date in calendar year 2008; $0.00 per month for each Payment Date in calendar year 2009; $26,228.28 per month for each Payment Date in calendar year 2010; and $41,074.98 per month for each Payment Date in calendar year 2011 and in each calendar year thereafter (each such required payment, a portion "MONTHLY DEBT SERVICE RESERVE DEPOSIT") and Lender shall transfer such amounts into a Subaccount (the "DEBT SERVICE SUBACCOUNT"). In the event that remaining Available Cash on any Payment Date, after applications under clauses (i) through (v) of Section 3.11 above, is not sufficient to make the unused Term Revolving Loan Commitment Monthly Debt Service Reserve Deposit and fund the amounts indicated in clause (vii) of Section 3.11 above, and Borrower does not deposit the amount of such insufficiency into the Deposit Account, then unless and until Lender declares an Event of Default as a result thereof, and notwithstanding the provisions of Section 3.11 above, Available Cash, after applications under clauses (i) through (v) of Section 3.11 above, shall be applied first in an the amount equal indicated in clause (vii) above and then to three monthly payments of principal the Monthly Debt Service Reserve Deposit, a "CASH SWEEP CONDITION" shall exist and interest due under the Term Loanamount by which the Monthly Debt Service Reserve Deposit is underfunded (together with any such underfunded amounts from prior Payment Dates which have not yet been funded by Accrued Debt Service Reserve Deposits, the "ACCRUED DEBT SERVICE RESERVE AMOUNT") shall be restricted for use funded from excess Available Cash on subsequent Payment Dates as set forth provided in this Section 2.22, which amount may vary from time to time due to changes in monthly principal and interest payments due on 3.11 above until the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”). If at any time during the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Accrued Debt Service Reserve Amount is less than reduced to zero, as which time the next three monthly payments of principal Cash Sweep Condition shall no longer exist and interest due under the Term LoanCash Sweep Period shall end, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which the sum of the Required Debt Service Reserve Amount unless and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has until a subsequent deficiency occurs and is not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances fully funded on the Term Revolving Loan for credit to its own account to be held for require Payment Date, in which event the benefit of the Banks in the amount of the then past due Obligationforegoing provisions shall again apply. Notwithstanding the foregoing, Agent shall have Provided that no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which Lender shall disburse funds held in the Debt Service Reserve was established; provided, however, that if an Event of Default has occurred Subaccount to Borrowers for Approved Capital Expenses subject and is continuing, the Agent in its sole discretion may make Advances on the Term Revolving Loan pursuant to Section 3.4 and for the payment of any Obligation then past due in such order Approved Leasing Expenses subject and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this pursuant to Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any Obligation3.5, and nothing herein shall be construed also, within 15 days after the delivery by Borrowers to negate or modify Lender of a request therefor (but not more often than once per month), and provided funds available in the Borrowers’ absolute and unconditional obligation Deposit Account on a Payment Date are not sufficient to pay the Obligations in accordance with Monthly Interest Payment Amount or Monthly Debt Service Payment Amount due on such Payment Date, to pay (to the terms and conditions extent of this Agreement and the other Loan Documentsany such insufficiency) such Monthly Interest Payment Amount or Monthly Debt Service Payment Amount.

Debt Service Reserve. On or before July 1From and after the Loan Opening Date, 2011, $5,100,000.00 (the “Debt Service Reserve”) of the Loan shall be held back from the Loan. Borrowers may request a disbursement of such funds to pay any portion of the unused Term Revolving Loan Commitment aggregate monthly actual operating expenses of the Projects (in an amount equal to three monthly payments of principal and interest due under including debt service on the Term Loan) in excess of the aggregate gross revenues of the Projects for such period (an “Operating Deficit”) to the extent that the applicable seller fails to fund such Operating Deficits in accordance with the agreement between such Person and Borrowers. Any such disbursement for Operating Deficits shall be restricted for use as set forth in this Section 2.22, which amount may vary from time subject to time due to changes in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”). If at any time during the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent Agent’s approval in its sole discretion. Furthermore, Borrower may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit obtain a disbursement of the Banks in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which the Debt Service Reserve was established; in any event provided, however, that if an Event of Default has occurred and is continuing, (i) the Agent in its sole discretion may make Advances on first $2,550,000.00 (less any amounts funded to pay Operating Deficits) shall not be available for disbursement until the Term Revolving Loan Sumter Grand Project achieves a NOI for the payment most recently ended quarter of any Obligation then past due in such order not less than $2,575,000.00, and manner as is consistent with (ii) the Agent’s obligations set forth in this Agreementremaining $2,550,000.00 (the “DSR Second Tranche”) shall not be available for disbursement until the Sumter Grand Project achieves a NOI for the most recently ended quarter of not less than $2,875,000.00. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice Notwithstanding anything to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it contrary, if the Sumter Place Project has not achieved a Debt Service Coverage of at least 1.40 at the time a request for disbursement is not dependent upon made which will reduce the Debt Service Reserve being available to make payment on any Obligationan amount less than $1,000,000.00, and nothing herein then $1,000,000.00 of the DSR Second Tranche shall be construed held back from any funding for Operating Deficits until the Sumter Place Project achieves a Debt Service Coverage of at least 1.40 to negate or modify 1.00 for a trailing three month period. Agent’s approval of any request for release of any portion of the Borrowers’ absolute Debt Service Reserve shall be subject only to receipt of evidence satisfactory to Agent that no Event of Default exists and unconditional obligation to pay of the Obligations in accordance with the terms and conditions amount of this Agreement and the other Loan Documentsany Operating Deficit.

Debt Service Reserve. On or before July 1, 2011, a portion of (a) The HoldCo Borrower agrees that all amounts deposited into the unused Term Revolving Loan Commitment (in an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be restricted for use as set forth in this Section 2.22, which amount may vary Debt Service Account from time to time due to changes shall be applied in monthly principal and interest payments due accordance with Section 3.05 of the Security Agreement. If on the Term Loanlast day of any calendar quarter or upon the occurrence of any Business Interruption Period, but shall at no time be the amount in the Debt Service Account is less than the next three monthly payments Debt Service Reserve Amount at such time (including as a result of principal and interest due on a Business Interruption Period), the Term Loan (HoldCo Borrower shall promptly cause amounts to be transferred into the “Required Debt Service Account to the extent required so that the amount in the Debt Service Account is at least equal to the Debt Service Reserve Amount”). If In the event that the HoldCo Borrower fails to so deposit any such amounts, subject to Section 3.04(d) of the Security Agreement and to the terms of the NBA Consent Letter in each event, any or all amounts deposited into the Distribution Account shall be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to at any time during least the term of this AgreementDebt Service Reserve Amount. At the HoldCo Borrower’s request, the amount Agent shall release to the HoldCo Borrower amounts from the Debt Service Account to the extent of any excess above the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the Term Loanat such time, the Borrowers shall: (A) provided that no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing. Any amounts remaining in the Debt Service Account on the earlier of the Maturity Date and the date that all of the Commitments are terminated, or (ii) for any purpose other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the HoldCo Borrower, shall be released to the HoldCo Borrower, provided that for which no Event of Default is continuing. (b) The Collateral Agent shall make all calculations of the Debt Service Reserve was established; providedAmount, howeverand such calculations shall be conclusive and binding on the parties hereto absent manifest error. The HoldCo Borrower shall provide the Collateral Agent with such information as may be reasonably necessary to permit the Collateral Agent to make such calculations. (c) Whenever any amount of principal or interest on any Loans, that if an Event of Default has occurred or any other amounts owed by the HoldCo Borrower hereunder, is due and payable, unless such principal, interest or other amount is paid when due by the HoldCo Borrower, the Collateral Agent shall, and is continuing, the Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order hereby authorized and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan directed by the Agent under this Section 2.22HoldCo Borrower to, may be made without the requirement of utilize any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon funds then in the Debt Service Reserve being available Account to make payment on of such principal, interest or other amount (and to convert any ObligationEligible Investments in either such account to cash for purposes of making any such payment), and nothing herein in each case without the necessity of any further approval or authorization of the HoldCo Borrower. The Agent shall promptly notify the HoldCo Borrower of any such payment effected pursuant to this paragraph. (d) [Reserved]. (e) Notwithstanding any provision to the contrary herein, amounts held in the Debt Service Account will not be construed released to negate or modify the Borrowers’ absolute and unconditional obligation HoldCo Borrower at any time when the HoldCo Borrower must prepay outstanding Loans pursuant to pay Section 2.08(b) as a result of a reduction in the Obligations in accordance with Commitments pursuant to Section 2.06(c), but will be applied instead to the terms and conditions repayment of this Agreement and Loans to the other Loan Documentsextent necessary to eliminate such excess.

Debt Service Reserve. On or before July 1(a) The Obligors will at all times maintain a debt service reserve fund Northeast Ohio Natural Gas Corp., 2011et. al. First Amendment and Joinder to Note Purchase Agreement available consisting of cash and money markets investments, a portion of the unused Term Revolving Loan Commitment (in an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be restricted for use as set forth in this Section 2.22if available, which amount may vary from time to time due to changes in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”). If at any time during the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the interest payable on the Notes for a 12-month period, such amount to be determined by which the sum Purchaser on the Business Day immediately preceding the date of Closing (the Required “Debt Service Amount”). Such Debt Service Amount shall on the date of Closing be deposited, and thereafter maintained, in an interest bearing blocked account (the “Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed Account”) at Bank of America, N.A., PNC Bank, National Association, or another banking institution satisfactory to the Term Revolving Loan Commitment, Purchaser (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l“Depository Bank”), and (C) make no other payments such Debt Service Reserve Account shall at all times be subject to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expireda blocked account agreement among the Depository Bank, the Agent in its sole discretionObligors and the Purchaser, may make one or more Advances the form and substance of which shall be acceptable to the Purchaser (the “Debt Service Control Agreement”). The Debt Service Reserve Account and the Debt Service Amount on the Term Revolving Loan for credit to its own account to be held for the benefit deposit therein shall constitute part of the Banks in Collateral and be subject to the amount Financing Agreements. (b) Following the occurrence and during the continuance of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred Default, the Purchaser shall have all rights and is continuing, or (ii) for any purpose other than that for which remedies with respect to the Debt Service Reserve was established; providedAccount and the Debt Service Amount on deposit therein as provided in the Financings Agreements. (c) The Obligors, howeverjointly and severally, that if an Event of Default has occurred and is continuing, agree to maintain the Agent Debt Service Amount on deposit in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any ObligationAccount at the minimum amount required by paragraph (a) above. So long as no Default or Event of Default shall have occurred and be continuing, and nothing herein the Obligors shall be construed entitled to negate or modify receive any accrued earnings on the Borrowers’ absolute and unconditional obligation Debt Service Amount, subject to pay the Obligations in accordance with withdrawal pursuant to the terms of the Debt Service Control Agreement, provided that at no time shall the Debt Service Amount on deposit in the Debt Service Reserve Account fall below the minimum amount required by paragraph (a) above. (d) Upon the indefeasible payment in full of the Notes and conditions of this Agreement all other Obligations under the Financing Agreements, the Obligors shall be entitled to withdrawal the Debt Service Amount on deposit in the Debt Service Reserve Account and the other Loan DocumentsPurchaser agrees to release the same.

Debt Service Reserve. On or before July 1the Closing Date, 2011, a portion proceeds of the unused Term Revolving Loan Commitment (in an amount equal to three monthly payments two (2) months of Debt Service based on the original principal and interest due under amount of the Term LoanInitial Advance (the “Initial Debt Service Deposit”) shall be restricted for use as set forth in this together with each Additional Advance Debt Service Deposit disbursed pursuant to Section 2.22, which amount may vary 3.02(h) above (together with any other funds deposited by Borrower from time to time due to changes in monthly principal and interest payments due on the Term Loantime, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (collectively, the “Required Debt Service Reserve”), which funds in the Debt Service Reserve Amount”). If or so much of same as shall be necessary, may be used by Lender in its sole and absolute discretion (provided that at the time of any time during advance from the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount there then exists no Event of Default) to apply towards any delinquent or partial Debt Service payments due and owing from Borrower under the Note. Any time the funds remaining in the Debt Service Reserve is less than the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount sum equal to two (2) months of Debt Service based on the original principal amount by which of each and every Advance (excluding any Advance repaid in full), Borrower shall within thirty (30) days’ written notice from Lender replenish the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligationsuch deficiency and any failure to comply shall be deemed an Event of Default under this Loan. Notwithstanding the foregoing, Agent Borrower acknowledges and agrees that Lender shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which advances from the Debt Service Reserve was established; providedand Borrower remains responsible for all payment obligations under the Note. The Debt Service Reserve may be held by Lender in a separate account or may be co-mingled by Lender with other funds belonging to Lender, howeverin Lender’s sole and absolute discretion. No interest shall be payable by Lender to Borrower on the Debt Service Reserve. The Debt Service Reserve shall at all times constitute additional collateral security for the Loan, that if and from and after the occurrence of an Event of Default has occurred and is continuingDefault, the Agent in its sole discretion Lender may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon apply the Debt Service Reserve being available to make payment on the outstanding indebtedness under the Loan (including, but not limited to, any Obligationfees due Lender, principal, interest or any protective advances made by Lender), in its sole and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions of this Agreement and the other Loan Documentsdiscretion.

Debt Service Reserve. On or before July 1, 2011, a A portion of the unused proceeds of the Term Revolving Loan Commitment Facility in the amount of Two Hundred Ten Thousand Six Hundred Eighty Two and 43/100 DOLLARS (in an amount equal $210,682.43) shall be advanced by Lender on the Closing Date into a reserve to three monthly payments of pay interest and principal and interest coming due under the Term Loan) shall be restricted for use as set forth in this Section 2.22, which amount may vary from time to time due to changes in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan Facility (the “Required Debt Service Reserve”). All amounts on deposit in the Debt Service Reserve Amount”)shall be held by Lender as additional collateral for the Credit Facilities. If at any time during the term of this AgreementBorrower shall have no right to require (or expect) Lender to disburse funds therefrom to pay debt service and, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitmentextent Lender elects, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole discretion, may make one or more Advances on to disburse funds from the Debt Service Reserve to pay Borrower’s debt service under the Term Revolving Loan for credit Facility or any other portion of the Obligations, Borrower shall be obligated to promptly re-deposit all such funds into the Debt Service Reserve upon demand by Lender, Nothing in this Section shall be deemed to relieve Borrower of its own account obligation to timely pay all interest and principal as it comes due. All sums reserved by Lender in the Debt Service Reserve may be commingled with the genera! funds of Lender and no such sums shall be deemed to be held in trust for the benefit of Borrower. Lender shall hold the Banks funds in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which the Debt Service Reserve was established; providedin an interest-bearing account. Borrower hereby grants Lender a first priority lien on and security interest in any interest Borrower may have in such funds, howeverincluding all interest accruing thereon, that if and all such funds are pledged as additional collateral for the Loan and Borrower shall execute any other documents and take any other actions necessary to provide Lender with such a perfected security interest in such funds. Upon the Maturity Date or at any time following an Event of Default has occurred and is continuingDefault, the Agent in moneys then remaining on deposit with Lender or its sole discretion may make Advances on agent shall, at Lender’s option, be applied against the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the Obligations in accordance with the terms and conditions of this Agreement and the other Loan DocumentsObligations.