Common use of Reserve Accounts Generally Clause in Contracts

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve Accounts. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts shall be added to and become a part of the related Reserve Account and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is credited or paid. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c). (d) Neither the Agent nor the Paying Agent shall be liable for any loss sustained on the investment of any funds maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Agent and the Paying Agent and hold the Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts.

Reserve Accounts Generally. (a) Each Reserve Account shall be established During the continuance of an Event of Default, the Administrative Agent may, and maintained by at the direction of the Majority Lenders or pursuant to a Thirty-Three Percent Lender Instruction shall, in addition to any and all other rights and remedies available to the Lenders, direct the Paying Agent as a Securities Account in writing to apply any or all the name Reserves and other sums then present in any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts to the payment of the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender. The right to direct the Paying Agent in writing to withdraw and apply amounts in the Reserve Accounts in accordance with the foregoing shall be that of in addition to all other rights and remedies provided to the Borrower Representative Administrative Agent, the Collateral Agent or any Lenders under this Agreement and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsLoan Documents. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Reserves shall be added to and become a part of the related Reserve Account such Reserves and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws applicable Legal Requirements and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account applicable Reserves are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Loan Parties shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Reserves credited or paidpaid to any Loan Party; provided that, so long as no Default or Event of Default is continuing, such Taxes may be paid from the applicable Reserves as directed by the Administrative Agent (which direction shall be given by the Administrative Agent at the request of the Borrower Representative). No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c6.13(b). Any costs of the account, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrowers promptly on demand by the Administrative Agent. (c) The Paying Agent shall hold each Reserve Account in trust and for the benefit of the Lenders and Borrowers as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of the Administrative Agent. Each Reserve Account shall be established and entitled as determined by Administrative Agent, including without limitation, as Administrative Agent elects, as a sub-account of the Collection Account. The Paying Agent on behalf of the Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the The Administrative Agent nor the and Paying Agent shall not be liable for any loss sustained on the investment of any funds constituting the Reserves or maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Administrative Agent and the Paying Agent and hold the Administrative Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (e) Notwithstanding anything to the contrary contained in this Article VI, disbursements of Reserves to the Borrower Representative or any Loan Party shall only occur on the Reserve Release Date upon (i) receipt by the Calculation Agent, the Diligence Agent and the Administrative Agent of a Reserve Release Request from the Borrower Representative not less than five (5) Business Days prior to such date, (ii) delivery by the Calculation Agent to the Administrative Agent and the Lenders of a report setting forth the results of any applicable calculations required in connection with such Reserve Release Request (the “Reserve Release Request Report”) by no later than three (3) Business Days prior to such date, (iii) receipt by the Administrative Agent and the Lenders of a confirmation from the Diligence Agent relating to (x) the related Property qualifying as a Converted Property, Conformed Property, a Carry-Over Property or a Stabilized Property, as applicable, (y) satisfactory review of a related Lease and/or satisfaction of Completion Requirements, as applicable , and (z) satisfaction of the inspection requirements, as applicable, by no later than three (3) Business Days prior to such date, and (iv) receipt by the Paying Agent of written instructions provided by the Administrative Agent for the disbursement of funds not later than 4:00 p.m. (New York City time) one (1) Business Day prior to such date and following the satisfaction of all applicable conditions to the release of such Reserves under this Article VI; provided, that if the amount of Reserves to be released to the Borrowers on any Reserve Release Date is less than the Minimum Disbursement Amount, then such Reserves shall continue to be maintained in the Reserve Accounts until the next Reserve Release Date on which an amount equal to or greater than the Minimum Disbursement Amount is available for disbursement or until the Final Collection Date. (f) Notwithstanding anything to the contrary contained in this Article VI, in connection with any prepayment required by Section 2.05(b)(vi) or (vii), upon written request of the Borrower Representative and subject to Section 6.13(e), the Administrative Agent shall instruct the Paying Agent to release the Renovation Reserves, the Leasing Commission Reserves, the Debt Service Reserves, the Tax Reserves, the Insurance Reserves, the Standing Reserves, the Special Reserves, the Eligibility Reserves and the Non-Conforming Property Reserves, if any, associated with the Financed Properties that are the subject of such prepayment.

Reserve Accounts Generally. (a) Each Borrower grants to Lender a perfected security interest in each of the Reserve Accounts and any and all monies now or hereafter deposited in each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name additional security for payment of the Borrower Representative Debt. Until expended, released or applied in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shallaccordance herewith, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that of constitute additional security for the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsDebt. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and Subject to making Priority Waterfall Payments to the extent such income of funds available therefore in the Reserve Accounts prior to the occurrence of a Priority Payment Cessation Event, during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or earnings is all of the Reserve Accounts to the payment of the Debt in any order in its sole discretion; provided, however, notwithstanding anything to the contrary contained in the Loan Documents, Lender shall not sufficient apply any amounts in the Rate Cap Reserve Fund (other than in accordance with Section 7.6) unless and until the earlier to occur of (x) an Event of Default continuing with respect to Borrower’s failure to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Accountthe Monthly Debt Service Payment Amount or (y) a Priority Payment Cessation Event. (c) All interest or other earnings on Reserve Accounts Funds shall be added to and become a part of the related such Reserve Account Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization EventThe Reserve Funds shall be held in an Eligible Account and shall bear interest at a money market rate selected by Lender, Default or Event of Default shall have occurred and be continuing, the provided that Borrower Representative shall have the right to direct the investment of Lender to invest sums on deposit in the Reserve Accounts Eligible Account in Permitted Investments if (ia) such investments are then regularly offered by Lender for accounts of this size, category and type, (b) such investments are permitted by Applicable Laws and applicable Legal Requirements, (iic) the maturity date of the Permitted Investment is not later than the date on which funds in the related applicable Reserve Account Funds are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an and (d) no Event of Default has shall have occurred and is be continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Borrower shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Funds credited or paidpaid to Borrower, provided that, so long as no Event of Default is continuing, such taxes may be paid from the applicable Reserve Funds. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c7.11(c). All interest on Reserve Funds (i) shall be added to and become a part of such Reserve Fund, (ii) shall accrue to the benefit of Borrower and (iii) shall be disbursed in the same manner as other monies deposited in such Reserve Fund. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Xxxxxx. (d) Neither Lender shall hold each Reserve Account in trust and for the Agent nor benefit of Lender and Borrower as provided in the Paying Agent Loan Documents, and each Reserve Account shall be under the sole dominion and control of Lender. Lender shall have the sole right to make withdrawals from each Reserve Account. (e) Lender and Servicer shall not be liable for any loss sustained on the investment of any funds maintained constituting the Reserve Funds provided such Reserve Funds are held in any an Eligible Account and invested only in Permitted Investments in accordance with the terms of the Reserve AccountsLoan Documents. The Borrowers Borrower shall indemnify the Agent Lender and the Paying Agent Servicer and hold the Agent Lender and the Paying Agent Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) Losses arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Lender all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default is continuing.

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by the Paying Borrower grants to Administrative Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for Lenders a first-priority perfected security interest in each of the Secured Parties. Each Reserve Accounts and any and all monies now or hereafter deposited in each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control as additional security for payment of the AgentDebt. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with Until expended or applied in accordance herewith, the Reserve Accounts shall be that of constitute additional security for the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsDebt. (b) Any costs Subject to Section 7.2.1 and Section 7.5.2(b), during the continuance of an Event of Default, Administrative Agent may, in addition to any and all other rights and remedies available to Administrative Agent, apply any sums then present in any or all of the Reserve Account Accounts to the payment of the Debt in any order in its sole discretion; provided, however, the Administrative Agent shall be deducted from any income or earningscontinue to make payments of Taxes, if any, on amounts on deposit in such Reserve Account Insurance Premiums and Sales and Occupancy Taxes to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit of funds available therefore in such the Reserve AccountAccounts. (c) All interest or other earnings on Reserve Accounts Funds shall be added to and become a part of the related such Reserve Account Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization EventThe Reserve Funds shall be held in an Eligible Account and shall bear interest at a money market rate selected by Administrative Agent, Default or Event of Default shall have occurred and be continuing, the provided that Borrower Representative shall have the right to direct the investment of Administrative Agent to invest sums on deposit in the Reserve Accounts Eligible Account in Permitted Investments if (ia) such investments are then regularly offered by Administrative Agent for accounts of this size, category and type, (b) such investments are permitted by Applicable Laws and applicable Legal Requirements, (iic) the maturity date of the Permitted Investment is not later than the date on which funds in the related applicable Reserve Account Funds are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an and (d) no Event of Default has shall have occurred and is be continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Borrower shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Funds credited or paidpaid to Borrower, provided that, so long as no Event of Default is continuing, such taxes may be paid from the applicable Reserve Funds. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c7.9(c). All interest on Reserve Funds (i) shall be added to and become a part of such Reserve Fund, (ii) shall accrue to the benefit of Borrower and (iii) shall be disbursed in the same manner as other monies deposited in such Reserve Fund. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Administrative Agent. (d) Administrative Agent shall hold each Reserve Account in trust and for the benefit of Lenders and Borrower as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of Administrative Agent. Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. (e) Neither the Administrative Agent nor the Paying Agent shall Servicer will be liable for any loss sustained on the investment of any funds maintained in any of constituting the Reserve AccountsFunds. The Borrowers Borrower shall indemnify the Administrative Agent and the Paying Servicer and hold Administrative Agent and hold the Agent and the Paying Agent Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by During the continuance of an Event of Default, the Administrative Agent or the Majority Lenders (acting through the Administrative Agent) may direct the Paying Agent as a Securities Account in writing to apply any or all the name Reserves and other sums then present in any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts to the payment of the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender. The right to direct the Paying Agent in writing to withdraw and apply amounts in the Reserve Accounts in accordance with the foregoing shall be that of in addition to all other rights and remedies provided to the Borrower Representative Administrative Agent or any Lenders under this Agreement and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsLoan Documents. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Reserves shall be added to and become a part of the related Reserve Account such Reserves and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws applicable Legal Requirements and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account applicable Reserves are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Reserves credited or paidpaid to any Borrower; provided that, so long as no Default or Event of Default is continuing, such Taxes may be paid from the applicable Reserves, as directed in writing by the Administrative Agent pursuant to Section 6.11(e). No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c6.11(b) or Section 2.07(d). Any costs of the account, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrowers within five (5) Business Days of written demand by the Administrative Agent. (c) The Paying Agent shall hold each Reserve Account for the benefit of the Secured Parties and Borrowers as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of the Administrative Agent. Each Reserve Account shall be established and entitled as determined by Administrative Agent (in accordance with the terms of this Agreement), including, as Administrative Agent elects, as a sub-account of the Collection Account. The Paying Agent on behalf of the Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the The Administrative Agent nor the and Paying Agent shall not be liable for any loss sustained on the investment of any funds constituting the Reserves or maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Administrative Agent and the Paying Agent and hold the Administrative Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable and documented out-of-pocket attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established, including the cost of pursuing the enforcement of this indemnification (including reasonable and documented external attorneys’ fees and expenses); except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or the Paying Agent, as applicable. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (e) Notwithstanding anything to the contrary contained in this Article VI, disbursements of Reserves to the Borrower Representative or any Loan Party shall only occur on the Reserve Release Date upon (i) receipt by the Calculation Agent, the Diligence Agent and the Administrative Agent of a Reserve Release Request from the Borrower Representative not less than five (5) Business Days prior to such date, (ii) delivery by the Calculation Agent to the Administrative Agent for distribution to the Lenders of a report setting forth the results of any applicable calculations required in connection with such Reserve Release Request (the “Reserve Release Request Report”) by no later than three (3) Business Days prior to such date, (iii) receipt by the Administrative Agent of a confirmation from the Diligence Agent of satisfaction of the Converted Property Reserve Release Conditions, as applicable, by no later than three (3) Busines Days prior to such date, and (iv) receipt by the Paying Agent of written instructions provided by the Administrative Agent for the disbursement of funds not later than 4:00 p.m. (New York City time) one (1) Business Day prior to such date and following the satisfaction of all applicable conditions to the release of such Reserves under this Article VI (which written instructions the Administrative Agent agrees to deliver promptly upon receipt of payment instructions from the Borrower Representative); provided, that if the amount of Reserves to be released to the Borrowers on any Reserve Release Date is less than the Minimum Disbursement Amount, then such Reserves shall continue to be maintained in the Reserve Accounts until the next Reserve Release Date on which an amount equal to or greater than the Minimum Disbursement Amount is available for disbursement or until the Final Collection Date. (f) Notwithstanding any other provision of this Agreement, upon the occurrence of the Final Collection Date, the Administrative Agent shall instruct in writing the Paying Agent to release all amounts in any Reserve Account to the Borrower Representative. (g) Notwithstanding anything to the contrary contained in this Article VI, in connection with any prepayment required by Section 2.06(b)(v) or (vi) (including in connection with any cure of a Default or an Event of Default), upon the written request of the Borrower Representative, the Administrative Agent shall instruct in writing the Paying Agent to release any related Renovation Reserves, Debt Service Reserves, Special Debt Service Reserves, Tax Reserve and Insurance Reserves associated with the Financed Properties and Financed Single Plat Developments that are the subject to such prepayment.

Reserve Accounts Generally. (a) Each Reserve Account shall be established During the continuance of an Event of Default, the Administrative Agent may, and maintained by at the direction of the Majority Lenders shall, in addition to any and all other rights and remedies available to the Lenders, direct the Paying Agent as a Securities Account in writing to apply any or all the name Reserves and other sums then present in any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts to the payment of the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender. The right to direct the Paying Agent in writing to withdraw and apply amounts in the Reserve Accounts in accordance with the foregoing shall be that of in addition to all other rights and remedies provided to the Borrower Representative Administrative Agent, the Collateral Agent or any Lenders under this Agreement and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsLoan Documents. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Reserves shall be added to and become a part of the related Reserve Account such Reserves and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws applicable Legal Requirements and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account applicable Reserves are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Loan Parties shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Reserves credited or paidpaid to any Loan Party; provided that, so long as no Default or Event of Default is continuing, such Taxes may be paid from the applicable Reserves as directed by the Administrative Agent (which direction shall be given by the Administrative Agent at the request of the Borrower Representative). No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c6.13(b). Any costs of the account, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrowers promptly on demand by the Administrative Agent. (c) The Paying Agent shall hold each Reserve Account in trust and for the benefit of the Lenders and Borrowers as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of the Administrative Agent. Each Reserve Account shall be established and entitled as determined by Administrative Agent, including without limitation, as Administrative Agent elects, as a sub-account of the Collection Account. The Paying Agent on behalf of the Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the The Administrative Agent nor the and Paying Agent shall not be liable for any loss sustained on the investment of any funds constituting the Reserves or maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Administrative Agent and the Paying Agent and hold the Administrative Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (e) Notwithstanding anything to the contrary contained in this Article VI, disbursements of Reserves to the Borrower Representative or any Loan Party shall only occur on the Reserve Release Date upon (i) receipt by the Calculation Agent, the Diligence Agent and the Administrative Agent of a Reserve Release Request from the Borrower Representative not less than five (5) Business Days prior to such date, (ii) delivery by the Calculation Agent to the Administrative Agent and the Lenders of a report setting forth the results of any applicable calculations required in connection with such Reserve Release Request (the “Reserve Release Request Report”) by no later than three (3) Business Days prior to such date, (iii) receipt by the Administrative Agent and the Lenders of a confirmation from the Diligence Agent relating to (x) the related Property qualifying as a Converted Property, Conformed Property or a Stabilized Property, as applicable, (y) satisfactory review of a related Lease and/or satisfaction of Completion Requirements, as applicable, and (z) satisfaction of the inspection requirements, as applicable, by no later than three (3) Business Days prior to such date, and (iv) receipt by the Paying Agent of written instructions provided by the Administrative Agent for the disbursement of funds not later than 4:00 p.m. (New York City time) one (1) Business Day prior to such date and following the satisfaction of all applicable conditions to the release of such Reserves under this Article VI; provided, that if the amount of Reserves to be released to the Borrowers on any Reserve Release Date is less than the Minimum Disbursement Amount, then such Reserves shall continue to be maintained in the Reserve Accounts until the next Reserve Release Date on which an amount equal to or greater than the Minimum Disbursement Amount is available for disbursement or until the Final Collection Date. (f) Notwithstanding anything to the contrary contained in this Article VI, in connection with any prepayment required by Section 2.05(b)(v) or (vi), upon written request of the Borrower Representative and subject to Section 6.13(e), the Administrative Agent shall instruct the Paying Agent to release the Renovation Reserves, the Leasing Commission Reserves, the Debt Service Reserves, the Tax Reserves, the Insurance Reserves, the Standing Reserves, the Special Reserves and the Eligibility Reserves, if any, associated with the Financed Properties that are the subject of such prepayment.

Reserve Accounts Generally. (a) Each Reserve Account shall be established During the continuance of an Event of Default, the Administrative Agent may, and maintained by at the direction of the Majority Lenders shall, in addition to any and all other rights and remedies available to the Lenders, direct the Paying Agent as a Securities Account in writing to apply any or all the name Reserves and other sums then present in any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts to the payment of the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender. The right to direct the Paying Agent in writing to withdraw and apply amounts in the Reserve Accounts in accordance with the foregoing shall be that of in addition to all other rights and remedies provided to the Borrower Representative Administrative Agent, the Collateral Agent or any Lenders under this Agreement and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsLoan Documents. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Reserves shall be added to and become a part of the related Reserve Account such Reserves and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws applicable Legal Requirements and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account applicable Reserves are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Loan Parties shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Reserves credited or paidpaid to any Loan Party; provided that, so long as no Default or Event of Default is continuing, such Taxes may be paid from the applicable Reserves as directed by the Administrative Agent (which direction shall be given by the Administrative Agent at the request of the Borrower Representative). No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c6.13(b). Any costs of the account, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrowers promptly on demand by the Administrative Agent. (c) The Paying Agent shall hold each Reserve Account in trust and for the benefit of the Lenders and Borrowers as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of the Administrative Agent. Each Reserve Account shall be established and entitled as determined by Administrative Agent, including without limitation, as Administrative Agent elects, as a sub-account of the Collection Account. The Paying Agent on behalf of the Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the The Administrative Agent nor the and Paying Agent shall not be liable for any loss sustained on the investment of any funds constituting the Reserves or maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Administrative Agent and the Paying Agent and hold the Administrative Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (e) Notwithstanding anything to the contrary contained in this Article VI, disbursements of Reserves to the Borrower Representative or any Loan Party shall only occur on the Reserve Release Date upon (i) receipt by the Calculation Agent, the Diligence Agent and the Administrative Agent of a Reserve Release Request from the Borrower Representative not less than five (5) Business Days prior to such date, (ii) delivery by the Calculation Agent to the Administrative Agent and the Lenders of a report setting forth the results of any applicable calculations required in connection with such Reserve Release Request (the “Reserve Release Request Report”) by no later than three (3) Business Days prior to such date, (iii) receipt by the Administrative Agent and the Lenders of a confirmation from the Diligence Agent relating to (x) the related Property qualifying as a Converted Property, Conformed Property, a Carry-Over Property or a Stabilized Property, as applicable, (y) satisfactory review of a related Lease and/or satisfaction of Completion Requirements, as applicable, and (z) satisfaction of the inspection requirements, as applicable, by no later than three (3) Business Days prior to such date, and (iv) receipt by the Paying Agent of written instructions provided by the Administrative Agent for the disbursement of funds not later than 4:00 p.m. (New York City time) one (1) Business Day prior to such date and following the satisfaction of all applicable conditions to the release of such Reserves under this Article VI; provided, that if the amount of Reserves to be released to the Borrowers on any Reserve Release Date is less than the Minimum Disbursement Amount, then such Reserves shall continue to be maintained in the Reserve Accounts until the next Reserve Release Date on which an amount equal to or greater than the Minimum Disbursement Amount is available for disbursement or until the Final Collection Date. (f) Notwithstanding anything to the contrary contained in this Article VI, in connection with any prepayment required by Section 2.05(b)(vi) or (vii), upon written request of the Borrower Representative and subject to Section 6.13(e), the Administrative Agent shall instruct the Paying Agent to release the Renovation Reserves, the Leasing Commission Reserves, the Debt Service Reserves, the Tax Reserves, the Insurance Reserves, the Standing Reserves, the Special Reserves, the Eligibility Reserves and the Non-Conforming Property Reserves, if any, associated with the Financed Properties that are the subject of such prepayment.

Reserve Accounts Generally. (a) Each Reserve Account shall be established During the continuance of an Event of Default, Lender may, in addition to any and maintained by the Paying Agent as a Securities Account all other rights and remedies available to Lender, apply any sums then present in the name any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that to the payment of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsDebt in any order in its sole discretion. (b) Any costs of any The Reserve Account Funds shall not constitute trust funds and may be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) commingled with other monies held by Lender. All interest or other earnings on Reserve Accounts Funds shall be added to and become a part of the related such Reserve Account Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default The Reserve Funds shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit held in the Reserve Accounts an Eligible Account in Permitted Investments if (i) such investments are permitted as directed by Applicable Laws and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was createdLender or Lender’s Servicer. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Funds credited or paid. No other investments of paid to Borrower. (c) Lender and Servicer shall have the sums on deposit in the sole right to make withdrawals from each Reserve Accounts shall be permitted except as set forth in this Section 4.8(c)Account. (d) Neither the Agent nor the Paying Agent Lender and Servicer shall not be liable for any loss sustained on the investment of any funds maintained in any of constituting the Reserve AccountsFunds. The Borrowers Borrower shall indemnify the Agent Lender and the Paying Agent Servicer and hold the Agent Lender and the Paying Agent Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Lender all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve Accounts. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Accountpaid by the Borrower Representative when and as due. (cb) All interest or other earnings on Reserve Accounts shall be added to and become a part of the related Reserve Account and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve AccountsAccounts and the Insurance Proceeds Account, regardless of to whom any amount in any such Reserve Account is credited or paid. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c2.21(b). Any costs of the Reserve Accounts, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrower Representative when and as due. (c) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. (d) Neither the Agent nor the Paying Agent shall be liable for any loss sustained on the investment of any funds maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Agent and the Paying Agent and hold the Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ ' fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts. (e) Upon the occurrence of an Event of Default, the Agent may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Interest Reserve Account and apply such funds either to (i) pay on each Payment Date any Interest Shortfall on such Payment Date or (ii) the Allocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents. (f) Upon the occurrence of an Event of Default, the Agent may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Monthly Net Cash Flow Reserve Account and apply such funds either (i) on any Payment Date, in the amount of the related Monthly Net Cash Flow Reserve Account Withdrawal Amount, as Available Funds for such Payment Date or (ii) the Allocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents.

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve Accounts. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Accountpaid by the Borrower Representative when and as due. (cb) All interest or other earnings on Reserve Accounts shall be added to and become a part of the related Reserve Account and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve AccountsAccounts and the Insurance Proceeds Account, regardless of to whom any amount in any such Reserve Account is credited or paid. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c2.21(b). Any costs of the Reserve Accounts, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrower Representative when and as due. (c) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. (d) Neither the Agent nor the Paying Agent shall be liable for any loss sustained on the investment of any funds maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Agent and the Paying Agent and hold the Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts. (e) Upon the occurrence of an Event of Default, the Agent may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Interest Reserve Account and apply such funds either to (i) pay on each Payment Date any Interest Shortfall on such Payment Date or (ii) the Allocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents. (f) Upon the occurrence of an Event of Default, the Agent may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Monthly Net Cash Flow Reserve Account and apply such funds either (i) on any Payment Date, in the amount of the related Monthly Net Cash Flow Reserve Account Withdrawal Amount, as Available Funds for such Payment Date or (ii) the Allocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents.

Reserve Accounts Generally. (a) Each Borrower and Maryland Owner grant to Lender a first-priority perfected security interest in each of the Reserve Accounts and any and all monies now or hereafter deposited in each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name additional security for payment of the Borrower Representative Indebtedness. Until expended or applied in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shallaccordance herewith, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that constitute additional security for the Indebtedness. Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Borrower Representative Reserve Accounts to the payment of the Indebtedness in any order in its sole discretion. The Reserve Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. The Reserve Accounts shall be Eligible Accounts and held in Permitted Investments in accordance with the terms and provisions of this Agreement and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, Cash Management Agreement. All interest on the income, if any, represented by the Reserve Accounts. (b) Any costs of any funds in a Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts shall be added to and become a part of the related Reserve Account thereof. Borrower and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Maryland Owner shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on funds in the Reserve Accounts. Neither Borrower nor Maryland Owner shall, regardless without obtaining the prior written consent of to whom Lender, further pledge, assign or grant any amount security interest in any such Reserve Account is credited or paid. No other investments the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements to be filed with respect thereto, except, in each case, for those permitted, created or filed pursuant to the terms of the sums on deposit in the Reserve Accounts Loan Documents. Lender shall be permitted except as set forth in this Section 4.8(c). (d) Neither the Agent nor the Paying Agent shall not be liable for any loss sustained on the investment of any funds maintained in any of the Reserve Accounts. The Borrowers Borrower and Maryland Owner shall indemnify the Agent and the Paying Agent Lender and hold the Agent and the Paying Agent Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) Losses arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established, except to the extent such Loss resulted from Lenders or its Affiliate’s, agent’s, employee’s or bailee’s fraud, gross negligence, bad faith or reckless or willful misconduct. The Borrowers Borrower and Maryland Owner shall collaterally assign to the Agent, as security for the Obligations, Lender all rights and claims the Borrowers Borrower and/or Maryland Owner may have against all persons or entities Persons supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Reserve Accounts Generally. (a) If required in accordance with the terms of this Agreement, Lender shall establish a "Tax and Insurance Reserve Account," (herein so called) for the purpose of holding the funds to be deposited by Borrower pursuant to Section 3.2; a "Restoration Proceeds Reserve Account" for the purpose of holding the funds to be deposited by Borrower pursuant to Section 7.7; and a "Tenant Improvements Reserve Account" for the purpose of holding the funds to be deposited by Borrower pursuant to Section 3.4. Additionally, in the event Borrower receives a lease termination or similar payment pursuant to any Lease, Lender shall establish a "Rollover Reserve Account" for the purpose of holding the funds to be deposited by Borrower pursuant to Section 5.7(e). Each of the Tax and Insurance Reserve Account, the Rollover Reserve Account, Restoration Proceeds Reserve Account, the Tenant Improvements Reserve Account and any other reserve account established pursuant to the terms of the Loan Documents, if applicable, is referred to herein individually as a "Reserve Account" and collectively as the "Reserve Accounts." Each Reserve Account shall be an account established by Lender, without any obligation for the payment of interest thereon, and maintained by the Paying Agent as shall not constitute a Securities Account trust fund. Borrower hereby assigns and grants Lender a security interest in the name Reserve Accounts (and all funds therein) as security for the payment and performance of the Borrower Representative in trust Obligations. The Reserve Accounts shall constitute additional security for the benefit Loan. Lender shall have a perfected first security interest in the Reserve Accounts to secure payment of Agent as agent for the Secured PartiesObligations. Each At Lender's option, funds deposited into a Reserve Account shall, pursuant to the Account Control Agreement, may be under the sole dominion and control of the Agent. The Paying Agent commingled with other money held by Lender or any servicer on behalf of the Agent shall have Lender. The Reserve Accounts are subject to the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that dominion, control and discretion of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federalLender, state and local income taxesits authorized agents or designees, the income, if any, represented by the Reserve Accounts. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and subject to the extent such income or earnings is terms hereof. Borrower shall not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts shall be added to and become a part of the related Reserve Account and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct make any withdrawal from any Reserve Account, except as otherwise provided for herein. In the investment of sums on deposit in the event Lender directs Borrower to make deposits to any Reserve Accounts in Permitted Investments if Account established at any company or institution other than Lender, Borrower shall (i) execute an agreement with such investments are permitted institution providing for the control of the account by Applicable Laws Lxxxxx; and (ii) the maturity date deliver or cause to be delivered to Lender written confirmation of each deposit thereto within three (3) Business Days of the Permitted Investment date such deposit is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was createdmade. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted InvestmentsLOAN AGREEMENT 14 Loan No. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is credited or paid. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c). (d) Neither the Agent nor the Paying Agent shall be liable for any loss sustained on the investment of any funds maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Agent and the Paying Agent and hold the Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts.374-1407

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by During the continuance of an Event of Default, the Administrative Agent or the Majority Lenders (acting through the Administrative Agent) may direct the Paying Agent as a Securities Account in writing to apply any or all the name Reserves and other sums then present in any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts to the payment of the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender. The right to direct the Paying Agent in writing to withdraw and apply amounts in the Reserve Accounts in accordance with the foregoing shall be that of in addition to all other rights and remedies provided to the Borrower Representative Administrative Agent or any Lenders under this Agreement and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsLoan Documents. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Reserves shall be added to and become a part of the related Reserve Account such Reserves and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws applicable Legal Requirements and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account applicable Reserves are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Reserves credited or paidpaid to any Borrower; provided that, so long as no Default or Event of Default is continuing, such Taxes may be paid from the applicable Reserves, as directed in writing by the Administrative Agent pursuant to Section 6.11(e). No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c6.11(b) or Section 2.07(d). Any costs of the account, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrowers within five (5) Business Days of written demand by the Administrative Agent. (c) The Paying Agent shall hold each Reserve Account for the benefit of the Secured Parties and Borrowers as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of the Administrative Agent. Each Reserve Account shall be established and entitled as determined by Administrative Agent (in accordance with the terms of this Agreement), including, as Administrative Agent elects, as a sub-account of the Collection Account. The Paying Agent on behalf of the Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. ​ (d) Neither the The Administrative Agent nor the and Paying Agent shall not be liable for any loss sustained on the investment of any funds constituting the Reserves or maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Administrative Agent and the Paying Agent and hold the Administrative Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable and documented out-of-pocket attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established, including the cost of pursuing the enforcement of this indemnification (including reasonable and documented external attorneys’ fees and expenses); except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or the Paying Agent, as applicable. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. ​ ​ (e) Notwithstanding anything to the contrary contained in this Article VI, disbursements of Reserves to the Borrower Representative or any Loan Party shall only occur on the Reserve Release Date upon (i) receipt by the Calculation Agent, the Diligence Agent and the Administrative Agent of a Reserve Release Request from the Borrower Representative not less than five (5) Business Days prior to such date, (ii) delivery by the Calculation Agent to the Administrative Agent for distribution to the Lenders of a report setting forth the results of any applicable calculations required in connection with such Reserve Release Request (the “Reserve Release Request Report”) by no later than three (3) Business Days prior to such date, (iii) receipt by the Administrative Agent of a confirmation from the Diligence Agent of satisfaction of the Converted Property Reserve Release Conditions, as applicable, by no later than three (3) Busines Days prior to such date, and (iv) receipt by the Paying Agent of written instructions provided by the Administrative Agent for the disbursement of funds not later than 4:00 p.m. (New York City time) one (1) Business Day prior to such date and following the satisfaction of all applicable conditions to the release of such Reserves under this Article VI (which written instructions the Administrative Agent agrees to deliver promptly upon receipt of payment instructions from the Borrower Representative); provided, that if the amount of Reserves to be released to the Borrowers on any Reserve Release Date is less than the Minimum Disbursement Amount, then such Reserves shall continue to be maintained in the Reserve Accounts until the next Reserve Release Date on which an amount equal to or greater than the Minimum Disbursement Amount is available for disbursement or until the Final Collection Date. ​ (f) Notwithstanding any other provision of this Agreement, upon the occurrence of the Final Collection Date, the Administrative Agent shall instruct in writing the Paying Agent to release all amounts in any Reserve Account to the Borrower Representative. (g) Notwithstanding anything to the contrary contained in this Article VI, in connection with any prepayment required by Section 2.06(b)(v) or (vi) (including in connection with any cure of a Default or an Event of Default), upon the written request of the Borrower Representative, the Administrative Agent shall instruct in writing the Paying Agent to release any related Renovation Reserves, Debt Service Reserves, Special Debt Service Reserves, Tax Reserve and Insurance Reserves associated with the Financed Properties and Financed Single Plat Developments that are the subject to such prepayment.

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust grants to Administrative Agent, for the benefit of Agent as agent for Xxxxxx, a perfected security interest in each of the Secured Parties. Each Reserve Accounts and any and all monies now or hereafter deposited in each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control as additional security for payment of the AgentDebt. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with Until expended, released or applied in accordance herewith, the Reserve Accounts shall be that of constitute additional security for the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsDebt. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and Subject to making Priority Waterfall Payments to the extent such income of funds available therefore in the Reserve Accounts prior to the occurrence of a Priority Payment Cessation Event, during the continuance of an Event of Default, Administrative Agent may, in addition to any and all other rights and remedies available to Administrative Agent, apply any sums then present in any or earnings is all of the Reserve Accounts to the payment of the Debt in any order in Administrative Agent’s and Lender’s sole discretion; provided, however, notwithstanding anything to the contrary contained in the Loan Documents, Administrative Agent shall not sufficient apply any amounts in the Rate Cap Reserve Fund (other than in accordance with Section 7.6) unless and until the earlier to occur of (x) an Event of Default continuing with respect to Xxxxxxxx’s failure to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Accountthe Monthly Debt Service Payment Amount or (y) a Priority Payment Cessation Event. (c) All interest or other earnings on Reserve Accounts Funds shall be added to and become a part of the related such Reserve Account Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization EventThe Reserve Funds shall be held in an Eligible Account and shall bear interest at a money market rate selected by Administrative Agent, Default or Event of Default shall have occurred and be continuing, the provided that Borrower Representative shall have the right to direct the investment of Administrative Agent to invest sums on deposit in the Reserve Accounts Eligible Account in Permitted Investments if (ia) such investments are then regularly offered by Administrative Agent for accounts of this size, category and type, (b) such investments are permitted by Applicable Laws and applicable Legal Requirements, (iic) the maturity date of the Permitted Investment is not later than the date on which funds in the related applicable Reserve Account Funds are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an and (d) no Event of Default has shall have occurred and is be continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Borrower shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Funds credited or paidpaid to Borrower, provided that, so long as no Event of Default is continuing, such taxes may be paid from the applicable Reserve Funds. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c7.11(c). All interest on Reserve Funds (i) shall be added to and become a part of such Reserve Fund, (ii) shall accrue to the benefit of Borrower and (iii) shall be disbursed in the same manner as other monies deposited in such Reserve Fund. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Administrative Agent. (d) Neither the Agent nor the Paying Administrative Agent shall hold each Reserve Account in trust and for the benefit of Lender and Borrower as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of Administrative Agent. Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. (e) Lender and Administrative Agent shall not be liable for any loss sustained on the investment of any funds maintained constituting the Reserve Funds provided such Reserve Funds are held in any an Eligible Account and invested only in Permitted Investments in accordance with the terms of the Reserve AccountsLoan Documents. The Borrowers Borrower shall indemnify the Agent Lender and the Paying Administrative Agent and hold the Agent Lender and the Paying Administrative Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) Losses arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts.; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default is continuing. Section

Reserve Accounts Generally. (a) Each Reserve Account shall be established During the continuance of an Event of Default, Lender may, in addition to any and maintained by the Paying Agent as a Securities Account all other rights and remedies available to Lender, apply any sums then present in the name any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that to the payment of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsDebt in any order in its sole discretion. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Funds shall be added to and become a part of the related such Reserve Account Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization EventThe Reserve Funds shall be held in an Eligible Account and shall bear interest at a money market rate selected by Lender, Default or Event of Default shall have occurred and be continuing, the provided that Borrower Representative shall have the right to direct the investment of Lender to invest sums on deposit in the Reserve Accounts Eligible Account in Permitted Investments if (ia) such investments are then regularly offered by Lender for accounts of this size, category and type, (b) such investments are permitted by Applicable Laws and applicable Legal Requirements, (iic) the maturity date of the Permitted Investment is not later than the date on which funds in the related applicable Reserve Account Funds are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an and (d) no Event of Default has shall have occurred and is be continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Borrower shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Funds credited or paidpaid to Borrower, provided that, so long as no Event of Default is continuing, such taxes may be paid from the applicable Reserve Funds. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c7.8(b). All interest on Reserve Funds (i) shall be added to and become a part of such Reserve Fund, (ii) shall accrue to the benefit of Borrower and (iii) shall be disbursed in the same manner as other monies deposited in such Reserve Fund. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. (c) Servicer shall hold each Reserve Account in trust and for the benefit of Lender and Borrower as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of Lender. Each Reserve Account shall be entitled “BRE Retail NP Owner 1 LLC as Borrower fbo Xxxxx Fargo Bank, National Association, as Lender together with its successors and assigns pursuant to Loan Agreement dated as of June 28, 2011 – Reserve Account”. Lender shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the Agent nor the Paying Agent Lender and Servicer shall not be liable for any loss sustained on the investment of any funds maintained in any of constituting the Reserve AccountsFunds. The Borrowers Borrower shall indemnify the Agent Lender and the Paying Agent Servicer and hold the Agent Lender and the Paying Agent Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Lender all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Reserve Accounts Generally. (a) Each Reserve Account shall be established During the continuance of an Event of Default, Lender may, in addition to any and maintained by the Paying Agent as a Securities Account all other rights and remedies available to Lender, apply any sums then present in the name any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that to the payment of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsDebt in any order in its sole discretion. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Funds shall be added to and become a part of the related such Reserve Account Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization EventThe Reserve Funds shall be held in an Eligible Account and shall bear interest at a money market rate selected by Lender, Default or Event of Default shall have occurred and be continuing, the provided that Borrower Representative shall have the right to direct the investment of Lender to invest sums on deposit in the Reserve Accounts Eligible Account in Permitted Investments if (ia) such investments are then regularly offered by Lender for accounts of this size, category and type, (b) such investments are permitted by Applicable Laws and applicable Legal Requirements, (iic) the maturity date of the Permitted Investment is not later than the date on which funds in the related applicable Reserve Account Funds are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an and (d) no Event of Default has shall have occurred and is be continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Borrower shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Funds credited or paidpaid to Borrower. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c7.8(b). Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. (c) Servicer shall hold each Reserve Account in trust and for the benefit of Lender and Borrower as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of Lender. Each Reserve Account shall be entitled “JPMorgan Chase Bank, N.A., as Lender and Centro NP Holdings 11 SPE, LLC, et al. as Borrower pursuant to Loan Agreement dated as of July 28, 2010 - Reserve Account”. Lender shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the Agent nor the Paying Agent Lender and Servicer shall not be liable for any loss sustained on the investment of any funds maintained in any of constituting the Reserve AccountsFunds. The Borrowers Borrower shall indemnify the Agent Lender and the Paying Agent Servicer and hold the Agent Lender and the Paying Agent Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Lender all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (e) Upon the payment in full of the Debt, if any Senior Mezzanine Reserve Account is required to be established and maintained by Senior Mezzanine Borrower in accordance with Article VII of the Senior Mezzanine Loan Agreement, Borrower shall cause any amounts that have been deposited into the applicable Reserve Accounts in accordance with the terms hereof to be transferred to and deposited with Senior Mezzanine Lender in accordance with the terms of Article VII of the Senior Mezzanine Loan Agreement (and Borrower shall execute any and all amendments to the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Senior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Borrower for any such amounts deposited in the applicable Reserve Accounts pursuant to this Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Senior Mezzanine Lender to be held by Senior Mezzanine Lender upon the same terms and provisions as set forth in herein. (f) Upon the payment in full of the Debt, if no Senior Mezzanine Reserve Account is required to be established or maintained by Senior Mezzanine Borrower in accordance with Article VII of the Senior Mezzanine Loan Agreement, but any Junior Mezzanine Reserve Account is required to be established or maintained by Junior Mezzanine Borrower in accordance with Article VII of the Junior Mezzanine Loan Agreement, Borrower shall cause any amounts that have been deposited into the applicable Reserve Accounts in accordance with the terms hereof to be transferred to and deposited with Junior Mezzanine Lender in accordance with the terms of Article VII of the Junior Mezzanine Loan Agreement (and Borrower shall execute any and all amendments to the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Junior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Borrower for any such amounts deposited in the applicable Reserve Accounts pursuant to this Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Junior Mezzanine Lender to be held by Junior Mezzanine Lender upon the same terms and provisions as set forth in herein.

Reserve Accounts Generally. ‌ (a) Each Reserve Account shall be established Borrower hereby pledges and maintained by the Paying Agent as assigns, and grants to Lender a Securities Account in the name first-priority perfected security interest in, each of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that and all funds therein and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxesObligations. Until expended or applied in accordance herewith, the income, if any, represented by Reserve Accounts and all funds therein shall constitute additional security for the Reserve AccountsObligations. (b) Any costs This Agreement is, among other things, intended by the parties to be a security agreement for purposes of any Reserve Account shall be deducted from any income or earningsthe UCC, if any, on amounts on deposit in such Reserve Account and addition to the extent such income Security Agreement. Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or earnings is not sufficient all of the Reserve Accounts to pay such costs, such costs shall be deducted from amounts on deposit the payment of the Obligations in such Reserve Accountany order in its sole discretion. (c) All interest or other earnings on The Reserve Accounts shall not constitute trust funds and may be commingled with other monies held by Xxxxxx. Unless expressly provided for in this Article III, all interest on a Reserve Account shall not be added to and or become a part of the related Reserve Account thereof and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Accountsole property of and shall be paid to Lender. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes Tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is accounts credited or paid. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c)paid to Borrower. (d) Neither The Reserve Accounts shall be under the Agent nor sole control and dominion of Lender, and except as otherwise provided in this Agreement, Borrower shall not have any right of withdrawal therefrom. (e) Borrower shall not, without obtaining the Paying Agent prior written consent of Lender, further pledge, assign or grant any security interest in any Reserve Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (f) Lender and Servicer shall not be liable for any loss sustained on the investment of any funds maintained in any of the Reserve Accounts. The Borrowers Borrower shall indemnify the Agent Lender and the Paying Agent Servicer and hold the Agent Lender and the Paying Agent Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Lender all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (g) Any amount remaining in the Reserve Accounts after the Obligations have been paid in full in immediately available funds shall be released to Borrower or such other party that may be entitled thereto.

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve Accounts. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Accountpaid by the Borrower Representative when and as due. (cb) All interest or other earnings on Reserve Accounts shall be added to and become a part of the related Reserve Account and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve AccountsAccounts and the Insurance Proceeds Account, regardless of to whom any amount in any such Reserve Account is credited or paid. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c2.21(b). Any costs of the Reserve Accounts, including 53570.000371 EMF_US 44362017v35 with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrower Representative when and as due. (c) Each Reserve Account shall be established and maintained by the Paying Agent as a Securities Account in the name of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. (d) Neither the Agent nor the Paying Agent shall be liable for any loss sustained on the investment of any funds maintained in any of the Reserve Accounts. The Borrowers shall indemnify the Agent and the Paying Agent and hold the Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ ' fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts. (e) Upon the occurrence of an Event of Default, the Agent may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Interest Reserve Account and apply such funds either to (i) pay on each Payment Date any Interest Shortfall on such Payment Date or (ii) the Allocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents. (f) Upon the occurrence of an Event of Default, the Agent may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Monthly Net Cash Flow Reserve Account and apply such funds either (i) on any Payment Date, in the amount of the related Monthly Net Cash Flow Reserve Account Withdrawal Amount, as Available Funds for such Payment Date or (ii) the Allocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents.

Reserve Accounts Generally. (a) Each Reserve Account shall be established During the continuance of an Event of Default, Lender may, in addition to any and maintained by the Paying Agent as a Securities Account all other rights and remedies available to Lender, apply any sums then present in the name any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts shall be that to the payment of the Borrower Representative and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsDebt in any order in its sole discretion. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Funds shall be added to and become a part of the related such Reserve Account Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization EventThe Reserve Funds shall be held in an Eligible Account and shall bear interest at a money market rate selected by Lender, Default or Event of Default shall have occurred and be continuing, the provided that Borrower Representative shall have the right to direct the investment of Lender to invest sums on deposit in the Reserve Accounts Eligible Account in Permitted Investments if (ia) such investments are then regularly offered by Lender for accounts of this size, category and type, (b) such investments are permitted by Applicable Laws and applicable Legal Requirements, (iic) the maturity date of the Permitted Investment is not later than the date on which funds in the related applicable Reserve Account Funds are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an and (d) no Event of Default has shall have occurred and is be continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers Borrower shall be responsible for payment of any federal, state or local income or other Applicable Taxes tax applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Funds credited or paidpaid to Borrower. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c7.8(b). Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. (c) Servicer shall hold each Reserve Account in trust and for the benefit of Lender and Borrower as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of Lender. Each Reserve Account shall be entitled “JPMorgan Chase Bank, N.A., as Lender and Centro NP Holdings 11 SPE, LLC, et al. as Borrower pursuant to Loan Agreement dated as of July 28, 2010 – Reserve Account”. Lender shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the Agent nor the Paying Agent Lender and Servicer shall not be liable for any loss sustained on the investment of any funds maintained in any of constituting the Reserve AccountsFunds. The Borrowers Borrower shall indemnify the Agent Lender and the Paying Agent Servicer and hold the Agent Lender and the Paying Agent Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. The Borrowers Borrower shall collaterally assign to the Agent, as security for the Obligations, Lender all rights and claims the Borrowers Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (e) Upon the payment in full of the Debt, if any Senior Mezzanine Reserve Account is required to be established and maintained by Senior Mezzanine Borrower in accordance with Article VII of the Senior Mezzanine Loan Agreement, Borrower shall cause any amounts that have been deposited into the applicable Reserve Accounts in accordance with the terms hereof to be transferred to and deposited with Senior Mezzanine Lender in accordance with the terms of Article VII of the Senior Mezzanine Loan Agreement (and Borrower shall execute any and all amendments to the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Senior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Borrower for any such amounts deposited in the applicable Reserve Accounts pursuant to this Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Senior Mezzanine Lender to be held by Senior Mezzanine Lender upon the same terms and provisions as set forth in herein. (f) Upon the payment in full of the Debt, if no Senior Mezzanine Reserve Account is required to be established or maintained by Senior Mezzanine Borrower in accordance with Article VII of the Senior Mezzanine Loan Agreement, but any Junior Mezzanine Reserve Account is required to be established or maintained by Junior Mezzanine Borrower in accordance with Article VII of the Junior Mezzanine Loan Agreement, Borrower shall cause any amounts that have been deposited into the applicable Reserve Accounts in accordance with the terms hereof to be transferred to and deposited with Junior Mezzanine Lender in accordance with the terms of Article VII of the Junior Mezzanine Loan Agreement (and Borrower shall execute any and all amendments to the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Junior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Borrower for any such amounts deposited in the applicable Reserve Accounts pursuant to this Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Junior Mezzanine Lender to be held by Junior Mezzanine Lender upon the same terms and provisions as set forth in herein.

Reserve Accounts Generally. (a) Each Reserve Account shall be established and maintained by During the continuance of an Event of Default, the Administrative Agent may direct the Paying Agent as a Securities Account in writing to apply any or all the name Reserves and other sums then present in any or all of the Borrower Representative in trust for the benefit of Agent as agent for the Secured Parties. Each Reserve Account shall, pursuant to the Account Control Agreement, be under the sole dominion and control of the Agent. The Paying Agent on behalf of the Agent shall have the sole right to issue entitlement orders with respect to each Reserve Account. The taxpayer identification number associated with the Reserve Accounts to the payment of the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender. The right to direct the Paying Agent in writing to withdraw and apply amounts in the Reserve Accounts in accordance with the foregoing shall be that of in addition to all other rights and remedies provided to the Borrower Representative Administrative Agent or any Lenders under this Agreement and the Borrower Representative (and other applicable Borrowers) will report for federal, state and local income taxes, the income, if any, represented by the Reserve AccountsLoan Documents. (b) Any costs of any Reserve Account shall be deducted from any income or earnings, if any, on amounts on deposit in such Reserve Account and to the extent such income or earnings is not sufficient to pay such costs, such costs shall be deducted from amounts on deposit in such Reserve Account. (c) All interest or other earnings on Reserve Accounts Reserves shall be added to and become a part of the related Reserve Account such Reserves and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. So long as no Early Amortization Event, Default or Event of Default shall have occurred and be continuing, the Borrower Representative shall have the right to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments if (i) such investments are permitted by Applicable Laws applicable Legal Requirements and (ii) the maturity date of the Permitted Investment is not later than the date on which funds in the related Reserve Account applicable Reserves are required for payment of an obligation for which the applicable Reserve Account was created. Absent the written instruction of the Borrower Representative, the funds on deposit in the Reserve Accounts shall remain uninvested; provided that, if an Event of Default has occurred and is continuing, the Agent in its sole discretion, shall have the right (but not the obligation) to direct the investment of sums on deposit in the Reserve Accounts in Permitted Investments. The Borrowers shall be responsible for payment of any federal, state or local income or other Applicable Taxes applicable to the interest and other amounts earned on the Reserve Accounts, regardless of to whom any amount in any such Reserve Account is Reserves credited or paidpaid to any Borrower; provided that, so long as no Default or Event of Default is continuing, such Taxes may be paid from the applicable Reserves, as directed in writing by the Administrative Agent pursuant to Section 6.11(e). No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 4.8(c6.11(b) or Section 2.06(e). Any costs of the account, including with respect to making Permitted Investments in accordance herewith, shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by the Borrower within five (5) Business Days of written demand therefor by the Administrative Agent. (c) The Paying Agent shall hold each Reserve Account in trust and for the benefit of the Secured Parties and Borrowers as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of the Administrative Agent. Each Reserve Account shall be established and entitled as determined by Administrative Agent, including without limitation, as Administrative Agent elects, as a sub-account of the Collection Account. The Paying Agent on behalf of the Administrative Agent shall have the sole right to make withdrawals from each Reserve Account. (d) Neither the The Administrative Agent nor the and Paying Agent shall not be liable for any loss sustained on the investment of any funds constituting the Reserves or maintained in any of the Reserve Accounts. The Notwithstanding any provision of this Agreement to the contrary, the Borrowers shall indemnify the Administrative Agent and the Paying Agent and hold the Administrative Agent and the Paying Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were establishedestablished except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent and/or the Paying Agent. The Borrowers shall collaterally assign to the Agent, as security for the Obligations, Administrative Agent all rights and claims the Borrowers may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided, however, that Administrative Agent may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. (e) Notwithstanding anything to the contrary contained in this Article VI, disbursements of Reserves to the Borrower Representative or any Loan Party shall only occur on the Reserve Release Date upon (i) receipt by the Calculation Agent, the Diligence Agent and the Administrative Agent of a Reserve Release Request from the Borrower Representative not less than five (5) Business Days prior to such date, (ii) delivery by the Calculation Agent to the Administrative Agent for distribution to the Lenders of a report setting forth the results of any applicable calculations required in connection with such Reserve Release Request (the “Reserve Release Request Report”) by no later than three (3) Business Days prior to such date, and (iii) receipt by the Paying Agent of written instructions provided by the Administrative Agent for the disbursement of funds not later than 4:00 p.m. (New York City time) one (1) Business Day prior to such date and following the satisfaction of all applicable conditions to the release of such Reserves under this Article VI. (f) Notwithstanding any other provision of this Agreement, upon the occurrence of the Final Collection Date, the Administrative Agent shall release all amounts in any Reserve Account to the Borrower Representative. (g) Notwithstanding anything to the contrary contained in this Article VI, in connection with any prepayment required by Section 2.05(b)(v) or (vi) (including in connection with any cure of a Default or an Event of Default), upon the written request of the Borrower Representative, the Administrative Agent shall instruct the Paying Agent to release any related Completion Reserve, Tax Reserve, Insurance Reserves, Title Clearance Properties Reserves and Eligibility Reserves, if any, associated with the Financed Properties that are the subject to such prepayment; provided that such related Completion Reserve shall not be released if such release would reduce the aggregate Completion Reserve to an amount less than $625,000.