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. 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. 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. 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 A 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 A 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 A 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 A B Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower, Mezzanine A Borrower and Mezzanine A B Borrower, as applicable, to remit to Lender) any Mortgage Loan Reserve Funds, any Mezzanine A Reserve Funds and any Mezzanine A 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 Lender or any Mezzanine A LenderLender (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 A B Reserve Funds, as applicable, so long as Mortgage Lender, Mezzanine A Lender or Mezzanine A B Lender, as applicable, is maintaining the account related to such Mortgage Loan Reserve Funds Funds, Mezzanine A Reserve Funds, or Mezzanine A B Reserve Funds, as applicable, in accordance with the Mortgage Loan Agreement, the Mezzanine A Loan Agreement or the Mezzanine A 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 A 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 A 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 if, prior to the payment and for any reason each performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds and pursuant to the Mezzanine A Reserve Funds are no longer being maintained and/or are reducedterms 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 and Mezzanine A 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 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 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 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. 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. 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 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 each performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds and pursuant to the Mezzanine A Reserve Funds are no longer being maintained and/or are reducedterms 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 and Mezzanine A 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 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 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 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. 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 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 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, defeasance, amendment or refinance) (such Mortgage Loan Reserve Funds and Mezzanine A 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 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 the applicable Substitute Reserves (and shall cause Mortgage Borrower and Mezzanine A Borrower, as applicable, to remit to Lenderthe applicable Substitute Reserves) 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 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 event exceed the amount of Waived Reserve Funds required to have been on deposit with 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 under the Mortgage Loan Agreement or Documents as of the Mezzanine A Loan Agreement, as applicable. In applicable date of determination less any amounts remitted into the event that the Mortgage Lender subsequently reinstates all or any Waived Substitute Reserve Funds or in the event that the Mezzanine A Lender subsequently reinstates all or any Waived Reserve Funds, then the Lender shall cooperate corresponding 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 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. (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. 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“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 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 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 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(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) 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 if, prior to the payment and for any reason each performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds and pursuant to the Mezzanine A Reserve Funds are no longer being maintained and/or are reducedterms 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 and Mezzanine A 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 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 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 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. 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 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 each performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds and pursuant to the Mezzanine A Reserve Funds are no longer being maintained and/or are reducedterms 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 and Mezzanine A 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 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 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 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. Borrower shall cause (a) Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under more particularly set forth in Article VII of the Mortgage Loan Documents Agreement and to perform and comply with all the terms and provisions relating thereto and (b) each Senior Mezzanine Borrower to deposit and maintain each of the Senior Mezzanine Reserve Funds as more particularly set forth in Article VII of the Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower shall cause Mezzanine A grants to deposit and maintain Lender a first-priority perfected security interest in Borrower’s interest in 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 Senior Mezzanine Reserve Funds, if any, subject to the prior rights of Mortgage Loan Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each of the Reserve Funds and Senior Mezzanine Reserve Fund as additional security for payment of the Mezzanine A Reserve Funds are no longer being maintained and/or are reduced, waived or modified Debt to the extent Borrower has an interest in any material respect (same. Subject to the qualifications regarding Borrower’s interest in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan the Reserve Funds and Senior Mezzanine A Reserve FundsFund, the “Waived Reserve Funds”)if any, 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 until expended 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, applied in accordance with the Mortgage Loan Agreement Documents, the Senior Mezzanine Loan Documents or the Mezzanine A Loan AgreementDocuments, as applicable. In the event that the Mortgage Lender subsequently reinstates all or any Waived Reserve Funds or Borrower’s interest 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 expenseand, if applicable, such release the Mezzanine Reserve Funds and the Senior Mezzanine Reserve Funds) shall constitute additional security for the Debt and upon the occurrence and during the continuance of lien for such applicable portion 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 Collateral relating to such Special Reserve Property; Funds (and (iii) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the Breakage Costs (if any) applicable, any Mezzanine Reserve Funds and the applicable Interest Shortfall associated with such paydown and Senior Mezzanine Reserve Funds) to the payment of the Debt in the event that such paydown any order in its sole discretion, 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 LenderCash Management Agreement.

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 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.