Common use of Interest Reserve Clause in Contracts

Interest Reserve. 8.3.1 On the date hereof, Borrower shall deposit with Lender the sum set forth on Exhibit K hereto as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve Account"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect thereto.

Interest Reserve. 8.3.1 On (i) Notwithstanding anything to the date hereofcontrary in this Agreement: (a) during the period commencing on the first Disbursement Date and ending on the second (2nd) anniversary thereof (the “Interest Reserve Period”), eight hundred twenty thousand Dollars ($820,000) of the IDB Invest Loan Commitment (the “Interest Reserve Amount”) shall not be available for Disbursement to the Borrower but instead shall deposit be used to pay interest amounts owing on the IDB Invest Loan in accordance with Lender the sum set forth on Exhibit K hereto as this Section 2.2.4; (b) during the Interest Reserve Period and at least ten (10) Business Days prior to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "each Interest Reserve Account"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, on any Payment Date, the amount then on deposit Borrower shall request a non-cash Disbursement in accordance with Section 2.2.1 (Disbursement Procedure) of two hundred five thousand Dollars ($205,000) from the Monthly Debt Service Subaccount Interest Reserve Amount (as defined in the Cash Management Agreementeach an “Interest Reserve Disbursement”), minus instructing IDB Invest to allocate such funds to pay the amount, if any, due under Section 8.7.3 hereof, amount of interest payable in respect of the IDB Invest Loan on such Interest Payment Date. Interest Reserve Disbursements shall be subject to the following: (i) each such Interest Reserve Disbursement shall be added to the then-outstanding amount of principal of the IDB Invest Loan only to the extent of the amount of interest due on the IDB Invest Loan on the relevant Interest Payment Date; (ii) if two hundred five thousand Dollars ($205,000) is in excess of the amount of interest due on the IDB Invest Loan on the relevant Interest Payment Date, then such excess amount shall be disregarded for purpose of calculating the principal amount of the IDB Invest Loan outstanding and shall be subject to Section 2.2(ii) below; and (iii) if two hundred five thousand Dollars ($205,000) is less than the amount of interest due on the IDB Invest Loan on the relevant Interest Payment Date, then such shortfall shall remain due and payable to the extent set forth in Section 2.2(ii) below, but, notwithstanding anything to the contrary in this Agreement, such shortfall amount shall not incur interest (or default interest) during the period beginning on such Interest Payment Date and ending on the date on which payment thereof is due under Section 2.2(ii) below; and (c) notwithstanding anything to the Notecontrary in this Section 2.2.4(i), Lender shall disburse the amount of such deficiency from during the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Period, if the Borrower and Borrower shall not be deemed to have has failed to pay such interest for make a Disbursement Request as described above, IDB Invest may, at its sole discretion but with notice to the purposes of Section 6.1.1 by reason thereof. 8.3.3 If Borrower, make an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation Disbursement of Borrower to pay interest all or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment portion of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account Amount directly to itself in order to pay any amount of interest payable in respect of the IDB Invest Loan on any Interest Payment Date (or any other date on which interest becomes payable hereunder, in connection with a Mandatory Prepayment Event, an Event of Default or otherwise). For the avoidance of doubt, any such Disbursement shall be transferred added to then-outstanding amount of the principal of the IDB Invest Loan. CONFIDENTIAL (ii) Within two (2) months after the expiration of the Interest Reserve Period (or any other date on which interest becomes payable hereunder in connection with a Mandatory Prepayment Event or an Event of Default), IDB Invest shall calculate the difference between (a) the aggregate amount of Interest Reserve Disbursements and assigned to (b) the assignee aggregate amount of interest which was payable in respect of the IDB Invest Loan on the relevant Interest Payment Dates (the “Interest Reserve Balance”) and Lender shall have no further obligation notify the Borrower thereof. If the Interest Reserve Balance is positive and so long as the IDB Invest Loan Commitment has not been cancelled in accordance with respect thereto.Section 2.10 (

Interest Reserve. 8.3.1 On the date hereofEffective Date, Borrower Agent shall deposit with Lender set aside out of the sum set forth on Exhibit K hereto as undisbursed proceeds of the Loan an interest reserve for payment of Interest Reserve Incurred in the amount equal to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral not less than twelve (12) months of projected Interest Incurred for the Loan (the "“Interest Reserve Account"Amount”). The Interest Reserve Account Amount shall be an interest-bearing account and all interest earned thereon shall become part of deposited in the Interest Reserve Account for Account. Borrower hereby grants to the benefit Agent on behalf of Borrower. 8.3.2 Provided that no Event of Default shall then exist the Lenders a perfected, first-in-priority security interest in and be continuing, if, on to all funds now or at any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts time hereafter held on deposit in the Interest Reserve Account to secure the Indebtedness in payment and performance of the Obligations, and the Agent shall have all rights and remedies available to a secured party under the Uniform Commercial Code with respect to such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 funds. Nothing contained set forth in this paragraph Section 2.2(b) shall be deemed to limit the or impair Borrower’s obligation of Borrower to pay interest or and all other amounts due under hereunder as and when such amounts become due. The aggregate amount of the Note or any other Interest Reserve shall be deducted from the proceeds of the Loan Documentotherwise available for disbursement in accordance with this Agreement. Notwithstanding the foregoing, Agent may in its commercially reasonable discretion disburse the Interest Reserve Amount in payment of Interest Incurred. The Interest Reserve Amount shall be required to be fully funded at all times (with Borrower agreeing to repay any balance or disbursements in such Interest Reserve Account shall not constitute a trust fund on each Interest Payment Date and may not be commingled with other monies held by Lenderin any event no later than five (5) Business Days after notice from Agent as to such deficiency). Upon assignment At such time as the Borrower commences deliveries of Homes for the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, Brightwater Project pursuant to the funds in Housing Purchase Contracts the Interest Reserve Account Amount shall be transferred and assigned reduced to an amount not less than three (3) months of projected Interest Incurred for the assignee and Lender shall have no further obligation with respect theretoLoan.

Interest Reserve. 8.3.1 On Borrower acknowledges that the date hereof, Borrower shall deposit with Lender the sum set forth Aggregate Commitment includes a reserve for interest due on Exhibit K hereto as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve AccountReserve")) in the amount set forth in the Budget. The Subject to the limitations set forth below, Administrative Agent shall disburse and charge the Interest Reserve Account for interest due under the Notes on the Interest Payment Dates and for any payments due from Borrower to the Lender Swap Providers under any Lender Swap Agreement. Such disbursements shall be made by a bookkeeping entry on Administrative Agent's and each Lender's records reflecting, an interest-bearing account amount equal to the accrued interest due and payable on the relevant payment date which shall be set off against any amounts owed such parties by Borrower under any Lender Swap Agreement. Borrower agrees that although such payments for amounts owed under the Lender Swap Agreements will be charged against the Interest Reserve, such payments shall in no event constitute or be characterized as interest under this Agreement or otherwise. Borrower shall cause the Lender Swap Providers to pay to Administrative Agent, for application towards interest owed hereunder, all amounts due Borrower under any Lender Swap Agreement. Any such funds disbursed in the manner provided in this Section shall be deemed paid to and received by Borrower, shall be added to the outstanding principal balance of the Loan and the Aggregate Outstanding Credit Exposure and shall bear interest earned thereon at the rate set forth in this Agreement. It is understood and agreed that no Lender shall become part be obligated to disburse any portion of the Interest Reserve Account for at any time when any condition to the benefit making of Borrower. 8.3.2 Provided an advance of the Loan is not satisfied (except that no Event of Default the Lenders shall then exist and be continuing, if, on any Payment Date, have the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of right to fund such interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account even if no Draw Request has been submitted to pay such interestor approved by the Lenders or Administrative Agent). Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall In the event the Lenders are not be deemed obligated to have failed to pay such interest for the purposes disburse out of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest inaforesaid, and all other rightfor any remaining portion of interest due on the Loan, title and interest of Lender in and to, the funds in the Interest Reserve Account Borrower shall be transferred and assigned to responsible for the assignee and Lender shall have no further obligation with respect theretocurrent payment of interest on the Loan from Borrower's own funds.

Interest Reserve. 8.3.1 On the date hereof, Borrower Loan proceeds in the amount of $[____________________] will be withheld by Xxxxxx and allocated for the payment of estimated interest due and owing under this Agreement, the Note and the other Loan Documents (the “Interest Reserve”) for a period of [number of months in words] ([number of months in numbers]) months. Lender shall deposit with Lender have the sum set forth on Exhibit K hereto as right to apply amounts in the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged towards the payment to Lender as additional collateral for of accrued but unpaid interest accrued hereunder on each date that interest is due and payable under the Loan (Note until all amounts in the "Interest Reserve Account")are depleted. The Interest Reserve Account shall be an interest-bearing account and all Lender is hereby authorized, without the necessity of notifying Borrower, to charge the Note directly for each such payment of interest earned thereon shall become part by interest journal entries on Xxxxxx’s books. Upon full distribution of the Interest Reserve Account or upon an Event of Default, Borrower shall make payments for interest under the benefit Note directly to Lender in accordance with the provisions of Borrower. 8.3.2 Provided the Note. Xxxxxxxx agrees and acknowledges that no the insufficiency of the amount of the Interest Reserve or the election of Lender not to apply amounts in the Interest Reserve upon an Event of Default shall then exist and be continuing, if, not constitute a limitation on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due and owing under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by LenderNote. Upon assignment the occurrence and continuance of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest an Event of Lender in and toDefault, the funds application of amounts in the Interest Reserve Account shall be transferred at Lender's sole discretion and assigned to the assignee and Lender for such purposes as Xxxxxx's shall have no further obligation with respect theretoelect in its sole discretion.

Interest Reserve. 8.3.1 On the date hereofNo later than thirty (30) days after Closing, Borrower shall deposit with Lender the sum set forth on Exhibit K hereto as amount of $500,000.00 (the “Interest Reserve to be held in Reserve”) into an account maintained at a bank designated established by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve Account")Administrative Agent in Borrower’s name but exclusively controlled by Administrative Agent. The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist have occurred and be continuingcontinuing and the Property is not generating positive NOI, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, Administrative Agent shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency make disbursements from the Interest Reserve Account for payment when due of any accrued and unpaid interest on the Loan that cannot be paid with NOI. Borrower acknowledges and agrees that the payment of such accrued and unpaid interest by the method described herein is for its convenience and benefit. In the event that the Interest Reserve will be exhausted prior to pay such the Property achieving a Debt Service Coverage Ratio of 1.20 to 1.00, within ten (10) days of Administrative Agent’s request Borrower shall deposit into the Interest Reserve an amount sufficient to bring the balance of the Interest Reserve to $500,000.00. If at any time there are no funds remaining in the Interest Reserve, Administrative Agent shall have no obligation for funding of accrued and unpaid interest. Any such amounts so disbursed , whereupon Borrower shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest remain responsible for the purposes continuation of Section 6.1.1 all such payments from its own funds. Once the Property achieves a Debt Service Coverage Ratio of 1.20 to 1.00 for at least ninety (90) consecutive days as determined by reason thereof. 8.3.3 If an Event Administrative Agent, all payments of Default has occurred interest on the Loan shall be paid from NOI and is continuing hereunder, Lender may apply all amounts on deposit any funds remaining in the Interest Reserve Account shall be disbursed to Borrower; provided, however, that in the Indebtedness in such orderevent the Debt Service Coverage Ratio ever falls below 1.20 to 1.00 as determined by Administrate Agent, priority and proportions as Lender in its discretion then Administrative Agent shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit reinstate the obligation usage of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned Borrower’s obligation to fund and replenish the assignee and Lender shall have no further obligation with respect theretoInterest Reserve as provided in this Section 2.15.

Interest Reserve. 8.3.1 On Notwithstanding any provisions of paragraph 1 of this Article I to the date hereofcontrary, Borrower Lender shall deposit with Lender the sum set forth on Exhibit K hereto as be entitled to withhold the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for undisbursed from the Loan (the "Interest Reserve Account"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part proceeds of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that Loan. So long as no Event of Default shall then exist and be continuing, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereundercontinuing, Lender shall apply such portion of the Interest Reserve as is available and may be necessary to pay any monthly interest due and payable on the Loan on the Due Date thereof by debiting the Interest Reserve in the appropriate amount. Lender shall provide Borrower on a monthly basis with an accounting of all debits and credits made to the Interest Reserve as aforesaid. Following the occurrence of an Event of Default, Lender, in its sole and absolute discretion, may, but shall not be obligated to, apply such portion of the Interest Reserve to pay any accrued interest on the Loan or to pay any other sums payable to Lender under this Loan Agreement or any of the other Loan Documents. Borrower hereby consents to and approves the use of such Interest Reserve for each and all amounts on deposit of the above purposes without any further direction from Borrower at the time of any such application. To the extent not applied by Lender as set forth hereinabove, such proceeds shall not be available to be drawn by Borrower hereunder for any other purpose; provided, however, any funds remaining in the Interest Reserve Account at the end of the Construction Period after payment of all accrued and unpaid interest shall be applied to the Indebtedness reduction of the principal balance of the Loan unless the parties agree otherwise in writing to a different application of such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in excess funds. Establishment of this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall does not constitute a trust fund absolve the Borrower from responsibility for the payment of interest on the Loan as and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the when due should funds in the Interest Reserve Account shall at any time be transferred and assigned to the assignee and Lender shall have no further obligation with respect theretoinsufficient for such purpose.

Interest Reserve. 8.3.1 On Property is insufficient to pay interest, based upon the date hereofPay Rate ("Debt Service"), Borrower shall deposit with Lender may obtain an Advance equal to the sum set forth on Exhibit K hereto as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve Account"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, on any Payment Date, the amount then on deposit in the Monthly difference between Debt Service Subaccount and Net Cash Flow (as defined but in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall no event will any such advance be less greater than the amount of interest then due Debt Service payable for the period in question), on the following conditions (any or all of which may be waived by Lender). Any amount drawn under this Section 2.9 (which shall in no event exceed the Notesum total of $1,000,000.00) shall be used only for the payment of Debt Service, and Lender shall disburse have the amount of right to make an Advance hereunder directly to Lender (and such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed sum shall nevertheless be deemed paid by Borrower and Borrower shall not be deemed advanced to have failed to pay such interest for Borrower) or, at the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security option, interest in, and all other right, title and interest of Lender in and to, the funds in payments from the Interest Reserve Account shall be transferred and assigned funded by Lender for the account of Borrower on the first day of each respective month, as the same become due, by Lender's bookkeeping entries, unless Borrower elects to pay interest due in cash to Lender. Each request for an Advance hereunder shall be accompanied by a detailed report for the period in question establishing Net Cash Flow, together with such supporting data as Lender may request. Upon disbursement of funds from the Interest Reserve Account, the amount disbursed shall be added to the assignee outstanding principal sum of the Loan and shall bear interest at the rate set forth in the Note. When and if such Interest Reserve Account is depleted, then and in such event all monthly interest payments shall be paid by Borrower. Establishment of an Interest Reserve Account shall in no way relieve Borrower of its obligation to pay interest under the Note in the event Lender shall so require in its sole and absolute discretion. Notwithstanding any other provision contained in this Agreement to the contrary, Lender shall not be required to fund any sums of the Interest Reserve Account if (i) Borrower is in default under any provision of this Agreement; or (ii) any request for an Advance under this Section 2.9 made more than fifteen (15) days period for which an insufficiency of Net Cash Flow is claimed. Borrower expressly acknowledges than, whether or not it actually receives funds which are advanced pursuant to this Section 2.9, any such Advances are of direct and substantial benefit to Borrower inasmuch as they are used exclusively to make Debt Service payments on Borrower's behalf, and inasmuch as such advances eliminate the need for Borrower to obtain loans to replace the Advances or obtain additional equity from its shareholders, therefor, both of which Borrower represents it is unwilling and unable to do, it being the intention of Borrower and Lender that Advances under this Section 2.9 be deemed Advances of principal for all purposes, including interest calculations and usury analysis. If at any time (i) Borrower asserts, directly or indirectly, that funds and Advances pursuant to this Section 2.9 are not loan principal, or (ii) if at any time Lender receives evidence, by case law or otherwise, based upon which it reasonably believes that its understanding on the closing of the Loan that funds advanced for payment of loan interest constitute loan principal are (a) incorrect or (b) being attacked by any third party in any action or proceeding, whether or not relating to the Loan, then Lender at its option shall have no further obligation the right to accelerate maturity of the loan unless within fifteen (15) days after notice of intent to accelerate Borrower repays to Lender a sum equal to all Advances under this Section 2.9 plus all interest thereon and executes in favor of Lender an instrument deleting this Section 2.9 and all references thereto as of the closing of the Loan and containing a full release in favor of Lender waiving any claims Borrower might have with respect theretoto this Section 2.9.

Interest Reserve. 8.3.1 On A portion of the date hereofLoan A Amount, Borrower shall deposit with Lender in the sum set forth on Exhibit K hereto amount of Five Million Five Hundred Thirty Nine Thousand and No/100 Dollars ($5,539,000.00) is hereby allocated to and designated as the “Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve Account")Reserve”. The Interest Reserve Account shall be is an interest-bearing account and all interest earned thereon shall become part unfunded reserve, representing a portion of the Interest Reserve Account for undisbursed Loan Proceeds, dedicated to the benefit sole purpose of Borrower. 8.3.2 lending funds to Borrower to enable Borrower to pay interest on Loan A and Loan B as and when such interest becomes due and payable. Provided that no Event of Default shall then exist have occurred and be continuing, ifLender A shall make advances from the Interest Reserve to itself on each Payment Date for the purpose of payment when due of accrued and unpaid interest on Loan A. Each such advance shall be credited to the amount of interest due and payable by Borrower on such Payment Date and shall reduce, on any Payment Dateby an equivalent amount, the remaining amount then available to be advanced from the Interest Reserve. Borrower acknowledges and agrees that the payment of such accrued and unpaid interest by the method described herein is for its convenience and benefit. If at any time the amount available to be advanced from the Interest Reserve is reduced to zero, Lender shall no longer have any obligation for funding of accrued and unpaid interest, whereupon Borrower shall be and remain responsible for the continuation of all such payments from funds other than Loan Proceeds. If at any time Lender, in its reasonable judgment, estimates that the interest remaining to be paid on deposit in the Monthly Debt Service Subaccount Loan through the Maturity Date exceeds the undisbursed Loan Proceeds allocated to the Interest Reserve plus the amount of Operating Cash Flow that Lender reasonably estimates will be available for payment of such interest plus the amount of any cost savings or Contingency that may be reallocated to the interest expense line item as permitted by this Agreement, Borrower, within ten (10) days after request by Lender, will make a “Balancing Deposit” (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than 4.4) in the amount of interest then due under the Note, Lender shortfall which shall disburse first be exhausted before any further disbursement of the amount of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower Loan Proceeds to pay interest or other amounts due under on the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect theretoLoan.

Interest Reserve. 8.3.1 On Borrower acknowledges and agrees that the date hereofamount of Two Million One Hundred Seventy Thousand One Hundred Seventy-Two and No/100 Dollars ($2,170,172.00), Borrower shall deposit with Lender as specified in the sum set forth Approved Budget, represents reserves for interest on Exhibit K hereto as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve AccountReserve"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that So long as no Event of Default shall then exist exists and no event exists which with the giving of notice or the passage of time or both would reasonably be continuingexpected to constitute an Event of Default, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, interest due under Section 8.7.3 hereof, shall be less than the amount of interest then due and payable under the Note, Lender shall disburse the amount of such deficiency Note may be paid from the Interest Reserve Account to pay such interestReserve. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not notify Lender in writing as to the amount to be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in disbursed from the Interest Reserve Account Reserve, subject to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held verification by Lender. Upon assignment of the Note Borrower hereby authorizes and Mortgage by Lender in their entiretydirects Lender, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect theretothe right to disburse and charge the Interest Reserve for interest due under the Loan on the seventeenth (17th) day of each month as interest payments become due and payable pursuant to the terms of the Loan Documents. Such disbursements shall be made by a bookkeeping entry on Lender's records and shall be reflected as additional Advances under the Loan, in amounts equal to the accrued interest due and payable on the seventeenth (17th) day of each month. Such bookkeeping entry shall be deemed to be as if Borrower had delivered a check to Lender for the amount in question. Unless otherwise directed by Lender in its sole discretion, the Interest Reserve shall be available only for disbursements of the periodic payments of accrued interest due to Lender on the Loan pursuant to the terms of this Agreement and the other Loan Documents. Any funds disbursed in the manner provided in this Section 2.17 shall have been deemed paid to and received by Borrower.

Interest Reserve. 8.3.1 On At the date hereofclosing of the Loan, Borrower Loan proceeds in the ---------------- amount of $400,000.00 shall deposit with Lender the sum set forth on Exhibit K hereto be deposited as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan interest reserve (the "Interest Reserve AccountReserve")) with the Disbursement Agent. The Interest Reserve Account shall be an interest-bearing account disbursed monthly directly to Lender, without any instruction or request for disbursement from Borrower, in payment of interest which accrues and all becomes due under the Note. Lender shall provide Borrower with a monthly interest earned thereon shall become part statement setting forth the amount of interest accrued each month under the Note. Depletion of the Interest Reserve Account for the benefit shall not release Borrower from any of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing's obligations under the Loan Documents, if, on any Payment Date, including but not limited to the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of obligation to pay interest then due accruing under the Note. After the depletion of the Interest Reserve, or so long as any condition to the making of any disbursement under this Agreement has not been satisfied, all interest payments under the Note shall be made by Borrower using its own funds; provided that Lender shall disburse the amount of such deficiency at its option and in its sole discretion may make disbursements from the Interest Reserve Account to pay notwithstanding that all such interestconditions may not have been satisfied. Any such amounts so disbursed All interest earned on the Interest Reserve funds while on deposit with the Disbursement Agent shall be deemed paid by Borrower added to the Interest Reserve funds and Borrower shall not be deemed to have failed to pay such interest for upon full repayment of the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Note, so long as no Event of Default has occurred and is continuing hereundercontinuing, Lender shall be payable to, or for the benefit of, Borrower. So long as no Event of Default has occurred and is continuing, Borrower may apply all amounts on deposit in add up to $25,000.00 from the home escrow closing proceeds for each Phase to the Interest Reserve, provided that Borrower may add no more than $75,000.00 to the Interest Reserve Account to over the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment term of the Note and Mortgage Loan. Any such addition by Borrower shall reduce the amount of principal reduction payable to Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, from the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect theretoControl Account.

Interest Reserve. 8.3.1 On the date hereof, Borrower Lender shall deposit with Lender allocate the sum set forth on Exhibit K hereto as of $0.00 of the Interest Reserve ---------------- Loan to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan interest reserve (the "Interest Reserve") to ensure payment by Borrower of the interest due to Lender under the Loan. Lender shall disburse from the Interest Reserve Account")such amounts as may be necessary to pay interest on the Loan on the first banking Business Day of each respective month that the same becomes due under the terms of the Note, unless Borrower elects to pay such interest in cash when due. It is understood that as long as there are sufficient funds in the Interest Reserve, Borrower has the option of not paying such interest in cash, but rather of having such interest paid from the Interest Reserve and the amounts thus disbursed added to the outstanding amount of the principal of the Loan. This option is given at Borrower's request and for the benefit of Borrower and shall be deemed to have been exercised by Borrower without the necessity of further documentation on each interest payment date during the period that the Interest Reserve has sufficient funds. At any time that interest payments on the Loan shall be due, Lender shall xxxx Borrower for that interest and Borrower may either (a) pay the interest and request Lender to reimburse Borrower for any such Interest so paid from, the Interest Reserve and charge Borrower's account therefor, or (b) request Lender to advance any such amount of interest due to itself from the Interest Reserve and simultaneously charge Borrower's account therefor. Before any default in any of the terms, covenants, and provisions of any of the documents evidencing and securing the Loan, Lender shall, to the extent the Interest Reserve is sufficient, either (a) advance any such amount of interest due to itself from the Interest Reserve and simultaneously charge Borrower's account therefor, or (b) reimburse Borrower from the Interest Reserve for any interest paid by Borrower, as may be requested by Borrower under the terms hereof. The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part amount of the each payment out of the Interest Reserve Account for shall increase in respective amounts the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist then-outstanding principal balance due on the Loan. When and be continuingif such Interest Reserve is depleted, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, all monthly interest payments shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for in cash. If at the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and time the Final Advance under Paragraph 4.4 hereof is continuing hereunder, Lender may apply all made there remain undisbursed amounts on deposit in the Interest Reserve Account Reserve, such amounts shall be disbursed to the Indebtedness in such order, priority and proportions Borrower as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment part of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect theretoFinal Advance.

Interest Reserve. 8.3.1 On (a) Concurrently with the date hereofexecution of this Agreement, Borrower shall establish at the Reserve Bank a reserve account with an initial deposit with of $7,686,000.00 from the Initial Tranche, which amount is projected to pay all interest accruing on the Initial Tranche during the term of the Loan, which reserve account shall be governed by this Section 8.3 (the “Interest Reserve”). (b) A portion of the proceeds of the Second Tranche advanced pursuant to Section 2.1(d) hereof shall be deposited directly into the Interest Reserve in the amount determined by Lender necessary to cause the sum set forth on Exhibit K hereto as balance of the Interest Reserve to be held in an account maintained at a bank designated by Lender equal to the amount of interest projected to accrue and pledged be payable during the remaining term of the Loan. (c) Beginning on May 1, 2008, and on the first day of each month thereafter, the amount of Borrower’s monthly interest payment that becomes due and payable under the Note shall be periodically disbursed directly to Lender as additional collateral for from the Loan (Interest Reserve. Lender is hereby authorized to charge the "Interest Reserve Account")directly for such interest payments when due. The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part Depletion of the Interest Reserve Account for the benefit shall not release Borrower from any of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due ’s obligations under the NoteLoan Documents, Lender shall disburse the amount including, without limitation, payment of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such all accrued interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any and other Loan DocumentDocuments. The Interest Reserve Account Borrower shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment commence payment of interest due under the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest Loan Documents upon the depletion of Lender in and to, the funds in the Interest Reserve. (d) The Interest Reserve Account shall meet the standards for custodial accounts as required by Lender from time to time. Lender shall not be transferred responsible for any losses resulting from investment of the Interest Reserve or for obtaining any specific level or percentage of earnings on such investment. All interest and assigned other proceeds paid on the funds deposited in the Interest Reserve shall accrue to the assignee benefit of Borrower under Borrower’s tax identification numbers and shall remain in the Interest Reserve as collateral for Borrower’s obligations under the Loan Documents. (e) In no event shall Lender be obligated to authorize the disbursement of funds in the Interest Reserve if an Event of Default exists under this Agreement (including, without limitation, Borrower’s failure to pay in full any fees, costs and expenses then due and payable under this Agreement) or under any of the other Loan Documents, or if an act, event or condition shall have no further obligation occurred and then be existing that with respect theretonotice and/or the lapse of time would constitute an Event of Default hereunder or under any of the other Loan Documents.

Interest Reserve. 8.3.1 On In the date hereof, Borrower shall deposit with Lender event the sum set forth on Exhibit K hereto as the Interest Reserve to be held Project Budget for a Construction Loan includes an interest reserve in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve Account"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under expected to be paid during the Note, Lender shall disburse the amount term of such deficiency from Construction Loan (an "Interest Reserve"), during construction of the applicable Project prior to the applicable Construction Completion Date amounts in such Interest Reserve Account will be advanced by Lenders from time to time as interest payments become due to pay regularly scheduled interest on such interest. Any such amounts Construction Loan so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an long as (i) no Facility Event of Default has occurred and is continuing hereunder, Lender may apply all amounts and (ii) with respect to the Project financed by such Construction Loan, no Project Event of Default has occurred hereunder. Interest will be payable by Borrower on deposit that portion of any Interest Reserve actually disbursed by Lenders. Any Interest Reserve will not be included in the computation of the undisbursed portion of a Construction Loan for purposes of determining whether, with respect to the applicable Construction Loan, a Construction Loan Balance Default exists. If, for any reason other than payment by Borrower of interest from other than Advances of the applicable Construction Loan, Lenders do not advance funds from the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts when due under the Note or any other Loan Document. The Interest Reserve Account (which shall not constitute a trust fund only occur if an Event of Default described in subsection (i) and may not be commingled with other monies held by Lender. Upon assignment (ii) of this Section 3.7 shall have occurred), Agent shall so notify Borrower, in writing, and of the Note and Mortgage by Lender in their entirety, Lender's security interest inreason therefor, and all other rightBorrower shall have a period of five (5) days from such notification to pay the interest due; provided, title and interest of Lender in and tohowever, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and that neither Lender shall have no any obligation to make any further obligation Advances hereunder (with respect theretoto the particular Construction Loan involved or with respect to any other Construction Loan) until such time as such interest is paid. In the event any Interest Reserve is reduced to an amount less than the total amount of interest due or reasonably anticipated to become due in connection with the applicable Construction Loan (an "Interest Reserve Deficiency Default"), Agent will notify Borrower of such default and the amount of the deficiency, in writing, and Borrower shall deposit with Agent cash or the cash equivalent thereof within fifteen (15) days following notification from Agent; provided, however, that neither Lender shall have any obligation to make any further Advances hereunder (with respect to the particular Construction Loan involved or with respect to any other Construction Loan) until such time as Borrower has complied with the requirements hereof.

Interest Reserve. 8.3.1 On A portion of the proceeds of the Loan in the amount of Three Million and No/100 Dollars ($3,000,000.00) shall be retained by Lenders to fund an interest reserve (the "INTEREST RESERVE") and shall be advanced by Lenders to pay the interest due on the Loan to the extent that such interest for a calendar month exceeds Net Cash Flow from the Project for such calendar month, subject to the terms hereof. Lenders shall not be required to make any other disbursements from the Interest Reserve except as set forth above. No portion of the Interest Reserve shall bear interest hereunder unless and until such portion is advanced by Lenders. Absent a default hereunder or under any of the other Loan Documents, and subject to Agent's prior approval which may be withheld in Agent's sole discretion regardless of whether a default is then continuing under any of the Loan Documents, Lenders shall make disbursements from the Interest Reserve on the applicable due date for the payment of interest due on the Loan, in accordance with Section 1.4 hereof. Disbursements from the Interest Reserve shall be made no more than once a month, with the final disbursement to be made no later than the Maturity Date. The aggregate disbursements from the Interest Reserve shall not exceed Three Million and No/100 Dollars ($3,000,000.00). Nothing in this subsection 1.1.4 shall be deemed to relieve Borrower of its obligation to timely pay all interest as it comes due. If Borrower has not paid all interest due on the Loan on the due date pursuant to Section 1.4, and if Lenders make an advance of interest under this subsection which is greater than the required amount of such advance, then upon determination and notification thereof by Agent to Borrower, Borrower shall deposit with Lender repay the sum set forth excess advance within two (2) Business Days after Borrower's receipt of such notice (notwithstanding anything to the contrary contained in Section 1.6 hereof). Such repayment shall constitute a permitted prepayment of principal, without penalty of any sort, notwithstanding any other provision of this Amendment or the other Loan Documents to the contrary. For example: if prior to any Loan advance, on Exhibit K hereto as the first day of a calendar month, $100.00 of interest had accrued for the prior month (the "PRIOR MONTH") on the portion of the Loan advanced; and the Borrower paid no interest on such day; and Lenders advanced the entire $100.00 of interest due on that day (there being sufficient funds remaining in the Interest Reserve to be held in an account maintained at a bank designated by Lender do so); and pledged to Lender as additional collateral the financial reports for the Project for the Prior Month received by Agent by the twentieth (20th) of the month following the Prior Month show that the Net Cash Flow for the Prior Month was $30.00, the entire advance of $100.00 would be added to the principal balance of the Loan (on the "Interest Reserve Account")date of the advance. The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of If Agent sends Borrower a notice stating that the Interest Reserve Account for was overadvanced by $30.00, Borrower would then be obligated to pay back the benefit $30.00 within two (2) Business Days after Borrower received such notice. Upon receipt of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, on any Payment Datethe $30.00 by Agent, the amount then on deposit in the Monthly Debt Service Subaccount (principal balance would be reduced as defined in the Cash Management Agreement)of that date by $30.00, minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account would be increased by the $30.00 repayment, and such partial prepayment of principal would be allowed without penalty of any sort. Nothing in this example should be construed to pay such interest. Any such amounts so disbursed shall be deemed paid by either (i) relieve Borrower and Borrower shall not be deemed of its obligation to have failed to pay such interest for paid the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts $30.00 on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment first day of the Note and Mortgage by Lender in their entiretymonth following the Prior Month, Lender's security interest in, and all other right, title and interest of Lender in and to, or (ii) require Lenders to have advanced the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect thereto$30.00.

Interest Reserve. 8.3.1 On A portion of the date hereof, Borrower shall deposit with Lender the sum set forth “Loan Proceeds” shown on Exhibit K “B” hereto consists of “Interest Reserve” as part of the Interest Reserve “Soft Costs” and Borrower agrees that such sum has been allocated by Administrative Agent to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "“Interest Reserve Account")”. The Interest Reserve Account As an accommodation to Borrower and provided no Event of Default has occurred and is continuing, Administrative Agent shall be an interest-bearing account and all fund the interest earned thereon shall become part of due on the Note from the Interest Reserve Account for the benefit account of Borrower. 8.3.2 Provided , by Administrative Agent’s bookkeeping entries. Provided, however, that no Event of Default shall then exist and be continuing, if, if Administrative Agent fails to fund the interest due on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender then Borrower shall disburse the amount still be responsible for payment of such deficiency each monthly interest payment in full. Upon disbursement of funds from the Interest Reserve Account to pay such interest. Any such amounts so Account, the amount disbursed shall be deemed added to the outstanding principal sum of the Loan and shall bear interest at the rate set forth in the Note. When and if such Interest Reserve Account is depleted, then and in such event all monthly interest payments shall be paid by Borrower, regardless of whether the Premises is producing income. Establishment of an Interest Reserve Account shall in no way relieve Borrower of its obligation to pay interest under the Note in the event Administrative Agent shall so require in its sole and Borrower absolute discretion. Notwithstanding any other provision contained in this Agreement to the contrary, Administrative Agent shall not be deemed required to have failed to pay such interest for fund any sums of the purposes of Section 6.1.1 by reason thereof. 8.3.3 If Interest Reserve Account if an Event of Default has occurred and is continuing hereundercontinuing. Borrower agrees that at Administrative Agent’s request, Lender may Borrower will be required to apply all amounts on deposit net income generated by the property or other sources to pay interest, if in the Administrative Agent’s reasonable discretion there are, at any time prior to completion of the Improvements and issuance of a Final Certificate of Occupancy, insufficient funds remaining in the Interest Reserve Account to fully cover projected interest costs prior to completion of the Indebtedness in such orderImprovements and issuance of a Final Certificate of Occupancy. Notwithstanding the foregoing, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained nothing in this paragraph Agreement shall limit the obligation be construed to contravene any of Borrower to pay interest or other amounts due Administrative Agent’s rights under the Note or Collateral Assignment of Leases, Rents and Contract Rights. At such time as the Premises achieves a Debt Service Coverage Ratio of 1.0x for three (3) consecutive months (as defined in the Debt Service Coverage Ratio calculation set forth in Exhibit “H”), Administrative Agent shall not be required to fund any other Loan Document. The sums of the Interest Reserve Account shall not constitute a trust fund Account. Notwithstanding the foregoing, if at any time and may not be commingled with other monies held by Lender. Upon assignment of from time to time the Note and Mortgage by Lender in their entiretyDebt Service Coverage Ratio falls below 1.0x, Lender's security interest in, and all other right, title and interest of Lender in and to, then the funds in the Interest Reserve Account shall will be transferred and assigned to available for draws in accordance with the assignee and Lender shall have no further obligation with respect theretoterms hereof until such time as the Premises achieves a Debt Service Coverage Ratio of 1.0x for three (3) consecutive months.

Interest Reserve. 8.3.1 On The Loan includes an initial interest reserve of $2,694,100 (the date hereof“Interest Reserve”). Subject to the terms and conditions of this Agreement, Borrower shall deposit with Lender the sum set forth on Exhibit K hereto as Borrowers may request a disbursement from the Interest Reserve pursuant to be held in an account maintained at a bank designated by Lender and pledged §2.6. By execution hereof, each Borrower irrevocably authorizes the Agent, without the necessity of any further authorization, to Lender as additional collateral cause the Banks to disburse directly to itself for the Loan (account of the "Interest Reserve Account"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part Banks or to the holders of the Hedge Obligations, as applicable, rather than to the Borrowers out of the Interest Reserve Account for such sums as are necessary to pay (a) accrued interest on the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, Loan on any each Interest Payment Date, and (b) any regular quarterly payments due with respect to the Hedge Obligations (but not including any payments due as a result of a default, event of default, termination event or similar occurrence under the applicable Interest Rate Contract) (and any amount then on deposit so advanced by the Banks without the submission by the Borrowers of a Loan Request shall be Base Rate Loans). Borrowers shall first use any amounts in the Monthly “Debt Service Subaccount Sub-Account” (as defined in the Cash Management Collateral Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency ) before requesting any amounts from the Interest Reserve Account to pay such interestReserve. Any such amounts so Upon disbursement, the amount that is disbursed shall be deemed paid disbursed pro rata by Borrower the Banks and Borrower shall not be deemed added to have failed to pay such the then outstanding principal sum of the Loans and shall bear interest at the rate provided for in this Agreement. Upon the purposes occurrence and during the continuance of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in under this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note Agreement or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in Agent shall have the right but not the obligation to continue to cause disbursements of interest installments from the Interest Reserve. Establishment of the Interest Reserve Account shall be transferred and assigned in no way relieve the Borrowers of their obligation to make interest payments or payments with respect to the assignee Hedge Obligations. Upon the occurrence of a Default or an Event of Default and Lender during the continuance thereof under any Loan Document, the Agent may, at its option, cease making any further disbursement from the Interest Reserve. Notwithstanding anything in this Agreement to the contrary, the Banks shall have no further obligation with respect theretoto make disbursements from the Interest Reserve for any purpose from and after such time as MMPI declares and pays its first (1st) dividend on any common stock of MMPI, at which time the amount of the Interest Reserve shall be zero ($0).

Interest Reserve. 8.3.1 On Upon the date hereofexecution of this Agreement, Borrower shall deposit with fund $550,000.00 into the Restricted Account to be used as an interest reserve. On the first (1st) day of each respective month, the Lender shall debit the sum set forth on Exhibit K hereto Restricted Account to make payments of interest due under the Note for the account of Borrower, as the Interest Reserve same become due by Lender’s bookkeeping entries, unless Borrower elects to pay interest due in cash to Lender. Borrower shall replenish the funds in the Restricted Account once the balance in such account falls below an amount equal to three (3) months of interest payments due under the Note. Notwithstanding any other provision contained in this Agreement to the contrary, Lender shall not be held in required to utilize any sums from the Restricted Account if an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for Event of Default or Unmatured Event of Default exists under this Agreement or any of the Loan (the "Interest Reserve Account"). The Interest Reserve Account Documents and upon such occurrence, Borrower shall be required to make out-of-pocket payments of interest due under the Note. In the event an Unmatured Event of Default exists and Lender requires Borrower to make out-of-pocket payments of interest-bearing account and all interest earned thereon , Lender shall become part provide advance written notice of the Interest Reserve Account for the benefit of same to Borrower. 8.3.2 Provided 20. Section 13(l) of the Loan Agreement is hereby amended to reflect that no Event notices and other communications to Lender shall be sent to: City National Bank of Default Florida, 000 X.X. 0xx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, Attention: Legal Department. 21. Upon the execution of this Agreement, Borrower shall then exist and be continuing, if, on any Payment Date, pay to Lender a commitment fee in the amount then on deposit of $44,139.28. 22. Borrower acknowledges, represents and confirms to Lender that: (i) the Loan Agreement and the other Loan Documents are valid and binding upon Borrower and are enforceable in accordance with the terms thereof; (ii) all of the terms, covenants, conditions, representations, warranties and agreements contained in the Monthly Debt Service Subaccount Loan Agreement and the other Loan Documents are hereby ratified and confirmed in all respects; (iii) there are no defenses, set-offs, counterclaims, cross-actions or equities in favor of Borrower to or against the enforcement of the Loan Agreement or any of the other Loan Documents; (iv) no payments of interest or any other charges have been made to Lender or paid by Borrower in connection with any indebtedness evidenced by the Loan Agreement or any of the other Loan Documents which would result in the computation or earning of interest in excess of the maximum rate of interest which is legally permitted under the laws of the State of Florida or federal law, in effect from time to time, whichever is the highest; (v) Lender is under no obligation to further amend or modify the Loan Agreement or any of the other Loan Documents; and (vi) to Borrower’s knowledge, after the execution, delivery and consummation of this Agreement, no default now exists under the Loan Agreement or any of the other Loan Documents. 23. Guarantor represents and warrants unto Lender that: (i) the Guaranty and all other documents executed by Guarantor in connection therewith are valid and binding obligations of Guarantor, enforceable in accordance with their respective terms; (ii) the Guaranteed Obligations (as defined in the Cash Management Agreement)Guaranty) shall continue to be guaranteed by Guarantor pursuant to the terms of the Guaranty; (iii) all of the terms, minus covenants, conditions, representations, warranties and agreements contained in the amountGuaranty and in the Loan Documents are hereby ratified and confirmed in all respects; and (iv) no oral representations, statements, or inducements have been made by Lender with respect to the Loan, this Agreement or the Guaranty. 24. Except as amended by this Agreement and the documents executed in connection herewith, no term or condition of the Loan or the other Loan Documents shall be modified and the same shall remain in full force and effect; provided, however, if anyany provision of this Agreement is in conflict with, due under Section 8.7.3 hereofor inconsistent with, any provision in the Loan Agreement or the other Loan Documents, then the provision contained in this Agreement shall govern and control. 25. This Agreement shall be less than binding upon, and shall inure to the amount benefit of, the respective successors and assigns of interest then due under the Noteparties hereto. 26. This Agreement may be executed in one or more counterparts, Lender shall disburse the amount each of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed which shall be deemed paid an original. Said counterparts shall constitute but one and the same instrument and shall be binding upon each of the undersigned individually as fully and completely as if all had signed but one instrument so that the joint and several liability of each of the undersigned shall be unaffected by Borrower and Borrower shall not be deemed the failure of any of the undersigned to have failed to pay such interest for the purposes execute any or all of Section 6.1.1 by reason thereofsaid counterparts. 8.3.3 If an Event of Default has occurred and is continuing hereunder27. AS A MATERIAL INDUCEMENT FOR LENDER TO EXECUTE THIS AGREEMENT, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such orderBORROWER AND EACH GUARANTOR DO HEREBY RELEASE, priority and proportions as Lender in its discretion shall deem properWAIVE, DISCHARGE, COVENANT NOT TO XXX, ACQUIT, SATISFY AND FOREVER DISCHARGE LENDER ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, COUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER IN LAW OR IN EQUITY WHICH BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS, OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF BORROWER OR ANY GUARANTOR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER THROUGH THE DATE THAT THIS AGREEMENT IS EXECUTED. BORROWER AND EACH GUARANTOR FURTHER EXPRESSLY AGREE THAT THE FOREGOING RELEASE AND WAIVER AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAWS OF THE STATE OF FLORIDA. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect thereto.

Interest Reserve. 8.3.1 On Borrower acknowledges and agrees that the date hereofamount of Nine Hundred Forty-One Thousand Eight Hundred Thirteen and No/100 Dollars ($941,813.00), Borrower shall deposit with Lender as specified in the sum set forth Approved Budget, represents reserves for interest on Exhibit K hereto as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve AccountReserve"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that So long as no Event of Default shall then exist exists and no event exists which with the giving of notice or the passage of time or both would reasonably be continuingexpected to constitute an Event of Default, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, interest due under Section 8.7.3 hereof, shall be less than the amount of interest then due and payable under the Note, Lender shall disburse the amount of such deficiency Note may be paid from the Interest Reserve Account to pay such interestReserve. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not notify Lender in writing as to the amount to be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in disbursed from the Interest Reserve Account Reserve, subject to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held verification by Lender. Upon assignment of the Note Borrower hereby authorizes and Mortgage by Lender in their entiretydirects Lender, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect theretothe right to, disburse and charge the Interest Reserve for interest due under the Loan on the seventeenth (17th) day of each month as interest payments become due and payable pursuant to the terms of the Loan Documents. Such disbursements shall be made by a bookkeeping entry on Lender's records and shall be reflected as additional Advances under the Loan, in amounts equal to the accrued interest due and payable on the seventeenth (17th) day of each month. Such bookkeeping entry shall be deemed to be as if Borrower had delivered a check to Lender for the amount in question. Unless otherwise directed by Lender in its sole discretion, the Interest Reserve shall be available only for disbursements of the periodic payments of accrued interest due to Lender on the Loan pursuant to the terms of this Agreement and the other Loan Documents. Any funds disbursed in the manner provided in this Section 2.17 shall have been deemed paid to and received by Borrower.

Interest Reserve. 8.3.1 A. On the date hereof, Closing Date Borrower shall deposit with Lender, from the Mezzanine Loan Amount disbursed by Lender to Borrower, an amount equal to $1,000,000.00 to be held by Lender as an interest reserve escrow (the sum set forth “Interest Reserve Escrow”). All interest earned on Exhibit K hereto as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve Account"). The Interest Reserve Account Escrow balance shall be an interest-bearing account added to, retained in and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist Escrow and be continuing, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the reported by Borrower as taxable income to Borrower. The Interest Reserve Account Escrow shall bear interest at a rate equal to pay such interest. Any such amounts so disbursed shall be deemed that paid by federally insured institutions on demand deposit accounts with similar balances. Borrower and Borrower shall not be deemed to have failed to pay such hereby grants Lender a security interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account Escrow to secure the Indebtedness in such order, priority payment and proportions as Lender in its discretion shall deem properperformance of the Obligations. 8.3.4 Nothing contained B. Until such time as there are no funds remaining in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account Escrow, Lender shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, apply the funds in the Interest Reserve Account shall be transferred and assigned Escrow to payments of interest, including any owing Lender pursuant to the assignee Note and any other Mezzanine Loan Document by way of disbursement of the Interest Reserve, and Borrower hereby irrevocably authorizes Lender to make any such disbursement (and at Lender’s request, Borrower shall have no further obligation execute such documents as are reasonably requested by Lender in connection with respect theretosuch disbursement). Neither the creation of the Interest Reserve Escrow nor any other provisions of the Mezzanine Loan Documents shall waive, limit or affect, in any manner, Borrower’s obligations to make monthly installments of interest or principal or both as provided in the Note and in the Senior Loan Documents. Upon the occurrence of an Event of Default under any of the Mezzanine Loan Documents, Lender may apply the balance of the Interest Reserve Escrow to any amounts owing to Lender under the Mezzanine Loan Documents in such order as Lender may determine, notwithstanding that such amounts may not yet be due according to the terms thereof.