Common use of Reserve Funds Clause in Contracts

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. Borrower shall cause (x) Mezzanine A Borrower to deposit and maintain each of the Mezzanine A Reserve Funds as required under the Mezzanine A Loan Documents and to perform and comply with all the terms and provisions relating thereto and (y) Mezzanine B Borrower to deposit and maintain each of the Mezzanine B Reserve Funds as required under the Mezzanine B Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason each of the Mortgage Loan Reserve Funds, the Mezzanine A Reserve Funds and the Mezzanine B Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds, Mezzanine A Reserve Funds and the Mezzanine B Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, the Mezzanine A Loan Documents and the Mezzanine B Loan Documents, as applicable, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower, Mezzanine A Borrower and Mezzanine B Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower, Mezzanine A Borrower and Mezzanine B Borrower, as applicable, to remit to Lender) any Mortgage Loan Reserve Funds, any Mezzanine A Reserve Funds and any Mezzanine B Reserve Funds, as applicable, remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage LenderLender or any Mezzanine Lender (as applicable). For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds Funds, Mezzanine A Reserve Funds, or Mezzanine B Reserve Funds, as applicable, so long as Mortgage Lender, Mezzanine A Lender or Mezzanine B Lender, as applicable, is maintaining the account related to such Mortgage Loan Reserve Funds Funds, Mezzanine A Reserve Funds, or Mezzanine B Reserve Funds, as applicable, in accordance with the Mortgage Loan Agreement, the Mezzanine A Loan Agreement or the Mezzanine B Loan Agreement, as applicable. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, in the event that the Mezzanine A Lender subsequently reinstates all or any Waived Reserve Funds or in the event that the Mezzanine B Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, Mezzanine A Lender or Mezzanine B Lender, as applicable, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.8.1

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. Borrower shall cause Mezzanine A to deposit and maintain each of the Mezzanine A Reserve Funds as required under the Mezzanine A Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason each of the Mortgage Loan Reserve Funds and the Mezzanine A Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds and Mezzanine A Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents and the Mezzanine A Loan Documents, as applicable, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower and Mezzanine A Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower and Mezzanine A Borrower, as applicable, to remit to Lender) any Mortgage Loan Reserve Funds and any Mezzanine A Reserve Funds, as applicable, remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender or Mezzanine A Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds or Mezzanine A Reserve Funds, as applicable, so long as Mortgage Lender or Mezzanine A Lender, as applicable, is maintaining the account related to such Mortgage Loan Reserve Funds or Mezzanine A Reserve Funds, as applicable, in accordance with the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds or in the event that the Mezzanine A Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender or Mezzanine A Lender, as applicable, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by LenderL▇▇▇▇▇, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time if, prior to the payment and for any reason performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds are no longer being maintained and/or are reducedpursuant to the terms of the Mortgage Loan Agreement, waived but Mortgage Lender waives such requirement, or modified (ii) the Mortgage Loan has been repaid in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) full (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and and, at the direction of Lender, establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar identical to the provisions set forth in the Mortgage Loan Agreement relating to the same, but for non-substantive conforming changes) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender▇▇▇▇▇▇, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time if, prior to the payment and for any reason performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds are no longer being maintained and/or are reducedpursuant to the terms of the Mortgage Loan Agreement, waived but Mortgage Lender waives such requirement, or modified (ii) the Mortgage Loan has been repaid in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) full (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and and, at the direction of Lender, establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar identical to the provisions set forth in the Mortgage Loan Agreement relating to the same, but for non-substantive conforming changes) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by LenderL▇▇▇▇▇, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time if, prior to the payment and for any reason performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds are no longer being maintained and/or are reducedpursuant to the terms of the Mortgage Loan Agreement, waived but Mortgage Administrative Agent waives such requirement, or modified (ii) the Mortgage Loan has been repaid in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) full (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and and, at the direction of Lender, establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar identical to the provisions set forth in the Mortgage Loan Agreement relating to the same, but for non-substantive conforming changes) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of Doctors Hospital, LLC (the Mortgage Loan Reserve Funds “Kansas Tenant”) is the tenant under a Lease (the “Kansas Lease”) for approximately 18,922 square feet at the Individual Property known as required under Doctors Specialty Hospital at Leawood (the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto“Kansas Property”). If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower Kansas Tenant shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable default under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(cthe Kansas Lease (with the exception of the current bankruptcy), (ii) shall occur on a date from vacate the premises leased under the Kansas Lease, (and includingiii) reject the tenth Kansas Lease in the current bankruptcy, or (10thiv) day after the dismissal of the current bankruptcy, become the subject of a calendar month through bankruptcy or insolvency, then promptly following the occurrence of any such event (and including) the fourteenth (14th) day of a calendar month“Applicable Event”), Borrower Borrowers shall pay to Lender the Interest Shortfall estimated sum of $1,275,000.00 (the “TILC Reserve Funds”) to be held and disbursed in accordance with this Section 10.03(a). Failure to pay the TILC Reserve Funds within ten (10) days after the Applicable Event shall be an Event of Default under the Documents. (i) The TILC Reserve Funds shall be held by Lender to (or Lender’s servicer). Borrowers shall be due responsible for and shall pay all costs and expenses (including, but not limited to, the reasonable fees and disbursements of Lender’s outside counsel) for the maintenance of the TILC Reserve Funds, review of any materials and documents submitted in connection with such prepaymentany disbursements of the TILC Reserve Funds, and any modifications of the Documents deemed necessary by Lender. (ii) Lender shall have a perfected security interest in the TILC Reserve Funds and any interest thereon as additional security to secure payment of the Notes; provided, thathowever, once the Interest Rate that all such interest shall be allocated to Borrowers for the next occurring Interest Accrual Period can be determined, income tax purposes. Lender shall calculate have the actual Interest Shortfall required right to commingle the TILC Reserve Funds with any other funds in Lender’s possession (or in the possession of Lender’s servicer). Any and all TILC Reserve Funds shall be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid disbursed to Lender is in excess and applied to payment of the amount required Obligations (including the prepayment premium) under the Loan upon an Event of Default under any of the Documents. The TILC Reserve Funds shall earn interest at the Bank Monitor Rate (as defined below). For purposes hereof, the “Bank Monitor Rate” is the average interest rate of money market accounts offered by banks located in 25 cities and/or metropolitan areas as published in the Bank Rate Monitor (referred to be paid pursuant to this Section 8.1(ctherein as the “Bank 25 Average”), as determined and reset by Lender on a monthly basis, or based on some similar interest rate indicator customarily used by Lender or its servicing agent, which interest rate may not be the highest interest rate then available. Interest shall promptly return to Borrower such excess amount and (y) if be computed based on the Interest Shortfall is less than daily outstanding balance of the amount required to TILC Reserve Funds. Such interest shall be paid to Lender pursuant to this Section 8.1(c)calculated on a simple, Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.non-compounded interest basis. Prudential Loan Nos. 706109200, 706109202-203 & 706109205-206 CNL MOB Portfolio Loan Agreement

Reserve Funds. (a) 6.1.1. Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by LenderAgent, Borrower will promptly provide evidence reasonably acceptable to Lender Agent of compliance with the foregoing. Borrower grants to Agent, for the benefit of Lenders, a first-priority security interest in Borrower’s interest, if any, in each of the Mortgage Reserve Funds, if any, subject to the prior rights of Mortgage Agent and Mortgage Lenders, and any and all monies now or hereafter deposited in the Mortgage Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Agent’s interest in the Mortgage Reserve Funds, for the benefit of Lenders, if any, until expended or applied in accordance with the Mortgage Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Reserve Funds on behalf of Agent, for the benefit of Lenders, if any, and subject in all respects to the rights of Mortgage Agent and Mortgage Lenders under the Mortgage Loan Documents, shall constitute additional security for the Debt and upon the occurrence and during the continuance of an Event of Default, Agent may, subject to the terms and conditions of the Mortgage Loan Documents and in addition to any and all other remedies available to Agent and Lenders, apply any sums then present in any or all of the Mortgage Reserve Funds to the payment of the Debt in any order in its sole discretion. (b) 6.1.2. Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason (including, without limitation, the satisfaction of the Mortgage Loan Loan) the Mortgage Reserve Funds are no longer being maintained by Mortgage Borrower in accordance with the terms of the Mortgage Loan Documents and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender Agent of the same and and, at the written request of Agent, establish and maintain with Lender and Agent, for the benefit of Lender any Lenders, reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan DocumentsDocuments with respect to the Mortgage Reserve Funds being replaced, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) Agent and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender the applicable Substitute Reserves (and shall cause Mortgage Borrower to remit to Lenderthe applicable Substitute Reserves) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if and (iv) upon request by Agent, make a True Up Payment into the Substitute Reserves (provided, that, such accounts are True Up Payment shall in no longer being held by Mortgage Lender. For event exceed the avoidance amount of doubt, Borrower shall not be Waived Reserve Funds required to establish or maintain any Substitute Reserve related to any have been on deposit with Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with Agent under the Mortgage Loan Agreement. In Documents as of the event that the Mortgage Lender subsequently reinstates all or applicable date of determination less any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds amounts remitted into the accounts which held such Substitute Reserves until such time as any Reserve Funds corresponding to such Waived Reserve Funds subsequently existspursuant to the terms hereof). (c) In 6.1.3. Any transfer of Mortgage Borrower’s funds from any source, including, without limitation, the event that Lender Mortgage Reserve Funds, to or for the benefit of Agent and/or Lenders or the Borrower receives Special Reserve Funds (as defined in pursuant to the Mortgage Loan Agreement) in connection with Agreement or any of the other Mortgage Loan Documents, is intended by the parties to constitute, and shall constitute, a Special Reserve Property (as defined in distribution from the Mortgage Loan Agreement) in accordance with Section 8.10(b) Borrower to the Borrower and shall be treated as such on the books and records of the each party. No provision of any Mortgage Loan Agreement, then: (i) such funds Document is intended to nor shall promptly be applied to pay down the Loan; (ii) in the event that the related create a debtor-creditor relationship between Mortgage Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from LenderAgent and/or Lenders.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender▇▇▇▇▇▇, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time if, prior to the payment and for any reason performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds are no longer being maintained and/or are reducedpursuant to the terms of the Mortgage Loan Agreement, waived but Mortgage Lender waives such requirement, or modified (ii) the Mortgage Loan has been repaid in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) full (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), subject to the rights of Mezzanine A Lender under Section 8.2 of the Mezzanine A Loan Agreement, Borrower shall promptly (i) notify Lender of the same and and, at the direction of Lender, establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar identical to the provisions set forth in the Mortgage Loan Agreement relating to the same, but for non-substantive conforming changes) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by LenderLender (which such request shall be made no more frequently than twice per calendar year (unless during a Trigger Period or in connection with a Secondary Market Transaction)), Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. Borrower grants to Lender a security interest in Borrower’s interest, if any, in each of the Mortgage Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the prior rights of Mortgage Lender in the Mortgage Loan Reserve Funds, if any, until expended or applied in accordance with the Mortgage Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds, if any, shall constitute additional security for the Debt and upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds to the payment of the Debt in any order in its sole discretion. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time Mortgage Lender and Lender are not the same Person or Affiliates and for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, defeasance, amendment or refinance) (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), to the extent permitted to do so pursuant to the Mortgage Loan Documents (if applicable), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender the applicable Substitute Reserves (and shall cause Mortgage Borrower to remit to Lenderthe applicable Substitute Reserves) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if and (iv) upon request by Lender, make a True Up Payment into the Substitute Reserves (provided, that, such accounts are True Up Payment shall in no longer being held by Mortgage Lender. For event exceed the avoidance amount of doubt, Borrower shall not be Waived Reserve Funds required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as have been on deposit with Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with under the Mortgage Loan Agreement. In Documents as of the event that the Mortgage Lender subsequently reinstates all or applicable date of determination less any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds amounts remitted into the accounts which held such Substitute Reserves until such time as any Reserve Funds corresponding to such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied pursuant to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(chereof), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. 7.7.1 Borrower shall have the option to either (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of cash in the Mortgage Loan MC Reserve Funds Account (as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. defined below) or (b) Notwithstanding anything to the contrary contained deliver a Letter of Credit in this Agreementaccordance with Section 7.10 below, if at any time and for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, portion of the then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds applicable Guaranteed Obligations Cap (as defined in the Mortgage Loan Agreement) Reserve Guaranty), if any (the “Reserve Guaranty Amount”), in connection with a Special Reserve Property which event, the Guaranteed Obligations Cap (as defined in the Mortgage Loan AgreementReserve Guaranty) in accordance with shall be reduced pursuant to Section 8.10(b) 1.2 of the Mortgage Loan AgreementReserve Guaranty. Amounts so deposited in cash to the MC Reserve Account shall hereinafter be referred to as Borrower’s “MC Reserve Funds”, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction account in which such Special MC Reserve Property is located which Funds are held shall contain standard provisions reasonably satisfactory be referred to Lender and (B) if such release satisfies as the conditions in the preceding clause (A), “MC Reserve Account”. 7.7.2 Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days after receipt of notice from Lender▇▇▇▇▇▇▇▇’s written request, release to Borrower the Breakage Costs MC Reserve Funds (if anyor any portion thereof) and to pay (or reimburse Borrower) for the applicable Interest Shortfall associated costs of any Required CapEx (as defined in the Reserve Guaranty). Any such request for disbursement shall include an Officer’s Certificate setting forth the Required CapEx which shall be paid (or reimbursed to Borrower) with such paydown and release of funds. So long as a Priority Payment Cessation Event has not occurred, upon the earliest of (i) the repayment of the Loan in full, (ii) the reduction of the Guaranteed Obligations Cap (as defined in the event that such paydown Reserve Guaranty) to zero in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from the Reserve Guaranty, (and includingiii) the tenth full satisfaction or waiver of the Required CapEx (10thas defined in the Reserve Guaranty) day of a calendar month through pursuant to the Mariner’s Cove Ground Lease and (and includingiv) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess release of the amount required to be paid Ground Leased Property owned by the Mariner’s Cove Ground Lease Borrower from the Lien of the Mortgage pursuant to this Section 8.1(c)2.6 hereof, Lender any MC Reserve Funds and/or Letter of Credit delivered hereunder shall promptly return be returned to Borrower such excess amount and or released, as applicable. In addition to the foregoing, (yA) if the Interest Shortfall is less than the amount required to any Letter of Credit delivered hereunder shall be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender released upon ▇▇▇▇▇▇▇▇’s deposit of cash in the amount of such deficiency within three Letter or Credit with Lender to be deposited into the MC Reserve Account and (3B) Business Days all amounts on deposit in the MC Reserve Account shall be disbursed upon ▇▇▇▇▇▇▇▇’s delivery of notice a Letter of Credit hereunder in an amount equal to Borrower from Lenderthe then-current Reserve Guaranty Amount.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. Borrower shall cause Mezzanine A Borrower to deposit and maintain each of the Mezzanine A Reserve Funds as required under the Mezzanine A Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason each of the Mortgage Loan Reserve Funds and the Mezzanine A Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds and Mezzanine A Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents and the Mezzanine A Loan Documents, as applicable, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower and Mezzanine A Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower and Mezzanine A Borrower, as applicable, to remit to Lender) any Mortgage Loan Reserve Funds and any Mezzanine A Reserve Funds, as applicable, remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan AgreementFunds. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds or in the event that the Mezzanine A Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender or Mezzanine A Lender, as applicable, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

Reserve Funds. (a) Borrower On the Closing Date, the Depositor shall cause Mortgage Borrower purchase the Yield Maintenance Agreement from National and assign all of its rights thereunder to deposit and maintain each the Trust Fund for the benefit of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve FundsCertificateholders, the “Waived Reserve Funds”)Certificate Insurer and the Seller. In addition, Borrower no later than the Closing Date, the Trustee shall promptly (i) notify Lender of the same and establish and maintain with Lender and itself (i) a separate, segregated trust account titled, "Reserve Fund I, Norwest Bank Minnesota, National Association, as Trustee, in trust for the benefit registered Holders of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Option One Mortgage Loan DocumentsTrust 1999-3, Asset-Backed Certificates, Series 1999-3" and (ii) execute any amendments to this Agreement and/or a separate, segregated trust account titled, "Reserve Fund II, Norwest Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 1999-3, Asset-Backed Certificates, Series 1999-3. No funds will be deposited into either Reserve Fund on the other Loan Documents relating Closing Date. Upon receipt thereof from National pursuant to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar Yield Maintenance Agreement, the Trustee shall deposit into Reserve Fund I an amount equal to the provisions Reserve Fund I Addition to the extent received under the Yield Maintenance Agreement. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates, the Trustee will deposit into Reserve Fund I the amounts described in Section 4.01(a)(vi). On each Distribution Date, the Trustee will distribute amounts available in Reserve Fund I in the amounts and priorities set forth in Section 4.01. Each Reserve Fund shall be an Eligible Account. Amounts held in the Mortgage Loan Reserve Funds from time to time shall continue to constitute assets of the Trust Fund until released from the related Reserve Fund pursuant to Section 4.01. The Reserve Funds constitute "outside reserve funds" within the meaning of Treasury Regulation ss.1.860G-2(h) and neither the Reserve Funds nor the Yield Maintenance Agreement relating are or will be assets of either REMIC at any time. The Holders of the Residual Certificates are the owners of Reserve Fund I and the Seller (or the assignee of the Seller's rights thereto) is the owner of Reserve Fund II (and each of these parties is the owner of a portion of the Yield Maintenance Agreement through the ownership of the related Reserve Fund) for all federal tax purposes and amounts transferred by REMIC II to Reserve Fund I are treated as amounts distributed by REMIC II to the same) and Holders of the Residual Certificates. The Trustee shall cause Mortgage Borrower to acknowledge and agree to keep records that accurately reflect the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining funds on deposit in the accounts in which Reserve Funds. The Trustee shall invest the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with Permitted Investments as directed by the Mortgage Loan AgreementMajority Certificateholders of the Residual Certificates. In On each Distribution Date (or as soon as received if such funds are not available on such Distribution Date), the event that Trustee shall distribute any interest on the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves Funds to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) Holders of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in Residual Certificates. For each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from LenderDistribution Date, the Breakage Costs (if any) and Trustee shall deposit into Reserve Fund II, the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required paid by National to be paid the Trustee pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.Yield Maintenance Agreement over the

Reserve Funds. (a) Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to deposit and maintain each comply with all of its obligations under Article IX of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating theretoAgreement. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to the satisfaction of the Mortgage Loan), Mortgage Borrower is no longer maintaining any waiver, amendment or refinance) of the Reserve Accounts (such as defined in the Mortgage Loan Agreement) in accordance with the terms of the Mortgage Loan Documents or, with respect to the Replacement Reserve Funds, the “Waived Reserve Letter of Credit in lieu thereof in accordance with the terms of the Mortgage Loan Agreement, and Senior Mezzanine Lender has not required Senior Mezzanine Borrower to maintain any of the Reserve Accounts (as defined in the Mortgage Loan Agreement) in accordance with the terms of the Mortgage Loan Documents or, with respect to the Replacement Reserve Funds”), the Reserve Letter of Credit in lieu thereof in accordance with the terms of the Mortgage Loan Agreement then (i) Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender Lender, reserves in replacement and substitution thereof (the “Substitute Reserves”)thereof, which Substitute Reserves substitute reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan DocumentsDocuments with respect to the Reserve Accounts being replaced (including, (ii) execute any but not limited to, Article X of the Mortgage Loan Agreement relating to cash management and Borrower shall, and shall cause Senior Mezzanine Borrower and Mortgage Borrower to, acknowledge and agree to the amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (such substitution to cash management provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance Article X of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement), and (ii) to the extent not prohibited by Mortgage Lender under the Mortgage Loan Documents, Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Lender to remit to Lender any funds from Reserve Accounts that were remaining in such reserves at the time of the termination of such reserves for the purpose of funding the equivalent substitute reserves. In addition, upon the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds occurrence of a Mezzanine Litigation Event (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (ALitigation Indemnity), Lender shall promptly deliver may cause Borrower to establish (or establish on Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion 's behalf) an account to collect excess cash flow pursuant to the terms of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from LenderLitigation Indemnity.

Reserve Funds. (a) Borrower On or before the Closing Date for a Series with respect to which a Reserve Fund is required to be established and maintained, the Issuer shall cause Mortgage Borrower open, at the Corporate Trust Office, one or more trust accounts which shall collectively be the "Reserve Fund" for such Series. Any moneys received by the Trustee for deposit in the Reserve Fund for a Series pursuant to deposit and maintain each Section 2.12(j) or Section 2.12(k) (including any Eligible Investments delivered to the Trustee pursuant to said Section 2.12(j) or Section 2.12(k) in lieu of cash) or transferred from the related Collection Account pursuant to Section 8.02(d), together with any Eligible Investments in which such moneys are or will be invested or reinvested during the term of the Mortgage Loan Reserve Funds Bonds of such Series, shall be held by the Trustee as required under part of the Mortgage Loan Documents Trust Estate Granted to secure the Bonds of such Series, subject to disbursement and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoingwithdrawal as herein provided. (b) Notwithstanding anything Except as otherwise specified in the related Terms Indenture, so long as no Default or Event of Default shall have occurred and be continuing with respect to the contrary contained related Series, all or a portion of a Reserve Fund shall be invested and reinvested at the Issuer's direction in this Agreement, one or more Eligible Investments bearing interest or sold at discount. No such investment shall mature later than the Business Day immediately preceding the next Principal Reduction Date (or the second succeeding Principal Reduction Date if at any time and such investment is made on or after the Special Redemption Determination Date for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinancesuch next Principal Reduction Date) (for such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly Series unless (i) notify Lender at the time of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be such investment such Series is not subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, Special Redemption, (ii) execute any amendments prior to this Agreement and/or making such investment (A) the Accounting Party shall have determined that, as of the preceding Special Redemption Determination Date, the Issuer would not have been obligated under Section 10.01 to make a Special Redemption of Bonds of the related Series on the Special Redemption Date following such preceding Special Redemption Determination Date (after giving effect, on a pro-forma basis, to such proposed investment and all other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided investments made since such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the samepreceding Special Redemption Determination Date) and shall cause Mortgage Borrower to acknowledge and agree have delivered to the sameReport Recipient an Investment Statement with respect to such determination, and and (B) the Issuer shall have delivered to the Trustee an Issuer Order directing the Trustee to make such proposed investment subject to the Accounting Party's determination pursuant to the foregoing clause (A), as evidenced by its Investment Statement. Notwithstanding the foregoing, (i) except as permitted by clause (ii) or (iii) remit below, no investment of any amount held in a Reserve Fund may mature later than the Business Day immediately preceding the earlier of the next Payment Date for Bonds of the related Series, (ii) after delivery of the certificate of an Independent Accountant required under Section 8.09(b) with respect to Lender a Payment Date for a Series, all amounts held in the Reserve Fund for such Series which exceed the amount, if any, required to be withdrawn therefrom on such Payment Date to make the payment due on the Bonds of such Series on such Payment Date may be invested in Eligible Investments maturing no later than the earlier of (and shall cause Mortgage Borrower A) the Business Day immediately preceding the next Principal Reduction Date after such Payment Date, if the Bonds of such Series are subject to remit Special Redemption, and (B) the next Payment Date for such Series, if the Bonds of such Series are not subject to LenderSpecial Redemption, (iii) any Mortgage Loan Reserve Funds remaining investment (including repurchase agreements) on which the Trustee (or any other Person acceptable to the Rating Agency or Rating Agencies that rated the Bonds) is the obligor, may mature on a Payment Date, Special Redemption Date or Special Payment Date if, under this Section 8.04 and under Article X, such investment could otherwise mature on the Business Day immediately preceding such Payment Date, Special Redemption Date or Special Payment Date, and (iv) if Bonds of a Series have been called for Special Redemption and not so redeemed, or if there are any overdue Bonds of such Series Outstanding, funds then in the accounts related Reserve Fund may be invested in which investments maturing later than the Waived Business Day immediately preceding the next Special Redemption Date or Special Payment Date, as the case may be, only to the extent that after giving effect to the proposed investment the amount of funds that would be on deposit in such Reserve Funds are held only if Fund and in the related Collection Account and Debt Service Reserve Fund (including the amount of Distributions and proceeds of maturing investments scheduled to be deposited in such accounts are no longer being held by Mortgage Lender. For Reserve Fund and related Collection Account and Debt Service Reserve Fund prior to such next Special Redemption Date or Special Payment Date) and would be available for withdrawal to make payments on the avoidance Bonds of doubtsuch Series on such next Special Redemption Date or Special Payment Date, Borrower shall not be required to establish or maintain any Substitute Reserve related exceeds the sum of (A) the Special Redemption Price payable with respect to any Mortgage Loan such Bonds called for special Redemption on such next Special Redemption Date, and (B) any payments of principal of or interest on any Overdue Bonds of such Series due and payable on such next Special Payment Date. All income or other gains from investment of moneys deposited in a Reserve Funds so long as Mortgage Lender is maintaining Fund shall be deposited by the account related Trustee in such Reserve Fund immediately upon receipt, and any loss resulting from such investment shall be charged to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan Agreement. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently existsFund. (c) In the event that Lender or Borrower receives Special Reserve Funds (Except as defined otherwise specified in the Mortgage Loan Agreement) in connection related Terms Indenture, unless the Bonds of a Series have been declared due and payable pursuant to Section 5.02 and moneys collected by the Trustee with a Special Reserve Property (as defined in the Mortgage Loan Agreement) respect to such Series are being applied in accordance with Section 8.10(b) of 5.08, amounts on deposit in the Mortgage Loan Agreementrelated Reserve Fund on any Payment Date or Special Redemption Date shall be withdrawn from such Reserve Fund, thenin the amounts required, for application as follows: (i) on the Business Day prior to any Special Redemption Date for such funds Series the Trustee shall promptly withdraw from such Reserve Fund and deposit in the related Collection Account an amount equal to the amount, if any, by which the Special Redemption Price of Bonds of such Series to be applied redeemed on such Special Redemption Date exceeds the sum of the amount, if any to pay down be transferred to such Collection Account from the Loan;related Debt Service Reserve Fund and/or Special Reserve Fund on such Special Redemption Date and the other amounts on deposit in the Collection Account and available for payment of such Special Redemption Price, as set forth in the related Special Redemption Date Statement; and (ii) on the Business Day prior to any Payment Date for such Series the Trustee shall withdraw from such Reserve Fund and deposit in the event that related Collection Account an amount equal to the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then greater of (A) Borrower shall provide to Lenderthe amount, if any, by which the Debt Service Requirement for Lender’s review, a release of lien (for such Payment Date exceeds the applicable portion sum of the Collateral relating amount, if any, transferred to such Collection Account from the related Debt Service Reserve Fund and/or Special Reserve Property) Fund with respect to such Payment Date and the other amounts on deposit in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and Collection Account, and (B) the difference between the amount then on deposit in such Reserve Fund and the Requisite Amount of the Reserve Fund, determined after giving effect to the payments of principal of Bonds of such Series to be made on such Payment Date, but only if by Issuer Order the Issuer requests that the Trustee withdraw and transfer such release satisfies amount to the conditions related Collection Account and the amount to be so transferred is set forth in the preceding clause related Payment Date Statement; References in this subsection (A), Lender shall promptly deliver c) to Borrower, at Borrower’s cost and expensewithdrawals of funds from a Reserve Fund shall, if applicablea Qualified Letter of Credit has been delivered to the Trustee in lieu of maintaining cash in such Reserve Fund, such release of lien for such applicable portion be deemed to be a drawing of the Collateral relating to appropriate amount under such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days Qualified Letter of notice from Lender, the Breakage Costs (if any) Credit and the applicable Interest Shortfall associated with such paydown and use of the funds so drawn to make the required deposit in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepaymentrelated Collection Account; provided, thathowever, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) that if the Interest Shortfall paid amount referred to Lender in clause (ii)(B) above is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less greater than the amount required referred to be paid to Lender pursuant to this Section 8.1(c)in clause (ii)(A) above, Borrower shall pay to Lender only the amount referred to in clause (ii)(A) need be drawn under such Qualified Letter of Credit unless by Issuer Order the Issuer directs otherwise, and upon Issuer Request the Trustee shall direct the issuer of such deficiency within three (3) Business Days Qualified Letter of notice Credit to Borrower from Lenderreduce the amount remaining available for drawing under such Qualified Letter of Credit to the Requisite Amount of the Reserve Fund.

Reserve Funds. (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason the Mortgage Loan Reserve Funds are no longer being maintained and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the other Loan Documents relating to the Substitute Reserves reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the accounts in which the Waived Reserve Funds are held only if such accounts are no longer being held by Mortgage Lender. For the avoidance of doubt, Borrower shall not be required to establish or maintain any Substitute Reserve related to any Mortgage Loan Reserve Funds so long as Mortgage Lender is maintaining the account related to such Mortgage Loan Reserve Funds in accordance with the Mortgage Loan AgreementFunds. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate to transfer such Substitute Reserves to the Mortgage Lender, and Borrower shall no longer be required to deposit funds into the accounts which held such Substitute Reserves until such time as any such Waived Reserve Funds subsequently exists. (c) In the event that Lender or Borrower receives Special Reserve Funds (as defined in the Mortgage Loan Agreement) in connection with a Special Reserve Property (as defined in the Mortgage Loan Agreement) in accordance with Section 8.10(b) of the Mortgage Loan Agreement, then: (i) such funds shall promptly be applied to pay down the Loan; (ii) in the event that the related Borrower directly or indirectly no longer owns any Properties other than such Special Reserve Property and the Special Reserve Funds received by Lender for such Special Reserve Property equal or exceed the Allocated Loan Amount for such Special Reserve Property, then (A) Borrower shall provide to Lender, for Lender’s review, a release of lien (for the applicable portion of the Collateral relating to such Special Reserve Property) in a form appropriate in each jurisdiction in which such Special Reserve Property is located which shall contain standard provisions reasonably satisfactory to Lender and (B) if such release satisfies the conditions in the preceding clause (A), Lender shall promptly deliver to Borrower, at Borrower’s cost and expense, if applicable, such release of lien for such applicable portion of the Collateral relating to such Special Reserve Property; and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) and the applicable Interest Shortfall associated with such paydown and in the event that such paydown in accordance with the terms and conditions of this Section 8.1(c) shall occur on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender the Interest Shortfall estimated by Lender to be due in connection with such prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 8.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 8.1(c), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.