Common use of Debt Service Reserve Clause in Contracts

Debt Service Reserve. Concurrently with the malcing of the Loan, Lender shall deposit into the Account the amount of the Debt Service Reserve, which Debt Service Reserve shall be held by Lender as additional security for Borrower's obligations under the Loan Documents. Lender shall not be deemed a trustee as to the Debt Service Reserve. Lender shall be entitled to draw on the Debt Service Reserve one or more times for the purpose of compensating Lender for any amounts due to Lender under this Agreement or the other Loan Documents by reason of an Event of Default occurring under any of the Loan Documents. Any amount drawn by Lender shall not be deemed: (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion of the Debt Service Reserve is drawn against by Lender pursuant to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute a Letter of Credit for the Debt Service Reserve issued by a financial institution mutually acceptable to Lender and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to Borrower.

Debt Service Reserve. Concurrently On or before the Closing Date, Borrower shall establish an interest-bearing account (the "Debt Service Reserve Account"), to be maintained with and controlled by Administrative Agent, into which Borrower shall deposit, no later than five (5) Business Days prior to each Interest Payment Date, an amount at least equal to the malcing interest becoming due and payable on such Interest Payment Date. Administrative Agent is hereby irrevocably authorized and directed, on each Interest Payment Date, to withdraw from the Debt Service Reserve Account an amount equal to the interest then due and payable under the Note and to distribute to each Lender such Lender's appropriate share thereof for the account of such Lender's Applicable Lending Office. If, however, five (5) Business Days prior to any Interest Payment Date, the Loanamount on deposit in the Debt Service Reserve Account is not sufficient to pay the interest to become due and payable on such Interest Payment Date (the amount of any such insufficiency, the "Debt Service Deficiency"), Administrative Agent shall, on such fifth (5th) Business Day prior to the Interest Payment Date, so notify Borrower and each Lender, and each Lender shall deposit into the Account the fund, on such Interest Payment Date, proceeds of its Loan in an amount equal to its Pro Rata Share of the Debt Service Reserve, which Debt Service Reserve shall be held by Lender as additional security for Deficiency. Such notice to Borrower and Lenders will indicate whether the making of the funding would result in a breach of Borrower's obligations covenants under Section 7.03 and, if such breach would result, will specify the Loan Documentsadditional amount required to be hedged to avoid default under Section 7.03. Lender Proceeds of the Loans so funded by Lenders shall not be deemed effect a trustee as to dollar for dollar reduction in the Debt Service ReserveAllocation. Lender shall be entitled Notwithstanding anything to draw on the Debt Service Reserve one or more times for the purpose of compensating Lender for any amounts due to Lender under this Agreement or the other Loan Documents by reason of an Event of Default occurring under any of the Loan Documents. Any amount drawn by Lender shall not be deemed: (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under contrary contained in this Agreement or the other Loan Documents; or (c) , to limit or waive the extent a Delinquent Lender is obligated under this Agreement to fund proceeds of its Loan in respect of interest on the Note, and fails to do so, such portion of the interest on the Delinquent Lender's right Loan (i.e., the interest on the Delinquent Lender's Loan that, absent the Delinquent Lender's failure to pursue any remedies provided for hereunder fund, would have been paid by fundings of the Debt Service Allocation) shall accrue (without interest on such interest not funded) and payment thereof shall be deferred until the Maturity Date (whether as stated or under by acceleration or otherwise), it being understood that the other Loan Documents. If all or any maximum amount of interest that may be so deferred shall be the undisbursed portion of the Delinquent Lender's portion of the Debt Service Reserve is drawn against Allocation. Accordingly, failure of Borrower to pay such interest that was required to be, but was not in fact, funded on a particular Interest Payment Date shall not constitute a Default. Interest earned by Lender pursuant to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute a Letter of Credit for on the Debt Service Reserve issued by a financial institution mutually acceptable Account shall be remitted to Lender and Borrower. In Borrower on the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to BorrowerInterest Payment Date.

Debt Service Reserve. Concurrently with the malcing A portion of the Loan, Lender shall deposit into proceeds of the Account Term Facility in the amount of Two Hundred Ten Thousand Six Hundred Eighty Two and 43/100 DOLLARS ($210,682.43) shall be advanced by Lender on the Closing Date into a reserve to pay interest and principal coming due under the Term Facility (the “Debt Service Reserve, which ”). All amounts on deposit in the Debt Service Reserve shall be held by Lender as additional security for Borrower's obligations under the Loan Documents. Lender shall not be deemed a trustee as to the Debt Service Reserve. Lender shall be entitled to draw on the Debt Service Reserve one or more times collateral for the purpose of compensating Lender for any amounts due to Lender under this Agreement or the other Loan Documents by reason of an Event of Default occurring under any of the Loan Documents. Any amount drawn by Lender shall not be deemed: (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion of the Debt Service Reserve is drawn against by Lender pursuant to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service ReserveCredit Facilities. Borrower shall have the no right to substitute a Letter of Credit for require (or expect) Lender to disburse funds therefrom to pay debt service and, to the Debt Service Reserve issued by a financial institution mutually acceptable extent Lender elects, in its sole discretion, to Lender and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return disburse funds from the Debt Service Reserve to pay Borrower’s debt service under the Term Facility or any other portion of the Obligations, Borrower shall be obligated to promptly re-deposit all such funds into the Debt Service Reserve upon demand by Lender, Nothing in this Section shall be deemed to relieve Borrower of its obligation to timely pay all interest and principal as it comes due. All sums reserved by Lender in the Debt Service Reserve may be commingled with the genera! funds of Lender and no such sums shall be deemed to be held in trust for the benefit of Borrower. Lender shall hold the funds in the Debt Service Reserve in an interest-bearing account. Borrower hereby grants Lender a first priority lien on and security interest in any interest Borrower may have in such funds, including all interest accruing thereon, and all such funds are pledged as additional collateral for the Loan and Borrower shall execute any other documents and take any other actions necessary to provide Lender with such a perfected security interest in such funds. Upon the Maturity Date or at any time following an Event of Default, the moneys then remaining on deposit with Lender or its agent shall, at Lender’s option, be applied against the Obligations.

Debt Service Reserve. Concurrently On the Closing Date, Prior Owner deposited with the malcing of the Loan, Lender shall deposit into the Account the amount of the Debt Service Reserve$1,000,000.00, which Debt Service Reserve amount so deposited with Lender, together with any additional deposits with Lender pursuant to Section 2.5.2(b)(vi)(A) hereof, shall be held by Lender as additional security for Borrower's obligations under in accordance with Section 7.5 hereof. As of the Loan Documents. Lender shall not be deemed a trustee as to Assumption Date, the Debt Service Reserve. Lender shall be entitled to draw on amount held in the Debt Service Reserve one Fund is $88.55. Amounts so deposited shall hereinafter be referred to as Borrower’s “Debt Service Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided no Event of Default exists and is continuing, in the event on any Payment Date the funds available in the Cash Management Account for application on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Payment Date), then to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available in the Debt Service Reserve Account in accordance with this Section 7.4.3 and Lender is required hereunder to so authorize a transfer on such Payment Date of funds from the Debt Service Reserve Account to the Cash Management Account to satisfy the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or more times for the purpose of compensating Lender for any amounts due to Lender under this Agreement or the other Loan Documents by reason of an Event of Default occurring under any of the Loan Documents. Any amount drawn if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest shall not be deemed: (a) to fix or determine payable by Borrower. When the amounts to which Lender Property shall have achieved the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or continuing, the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion balance of the Debt Service Reserve is drawn against Fund shall be disbursed to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender pursuant from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute a Letter of Credit for the Debt Service Reserve issued by a financial institution mutually acceptable to Lender and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to Borrowersame.

Debt Service Reserve. Concurrently On the Closing Date, Borrower shall deposit with Lender an amount equal to Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (said amount, hereinafter, the malcing “Debt Service Reserve Fund,” and the account in which such amount is held, hereinafter, the “Debt Service Reserve Account”) for the purpose of funding an escrow fund for the payment of Debt Service and any other amounts due under this Agreement and the other Loan Documents. On each Payment Date occurring on and after the first (1st) anniversary of the Loanfirst (1st) Payment Date, Lender shall deposit into the Account the amount of apply the Debt Service ReserveReserve Fund in an amount equal to the Monthly Debt Service Payment Amount, which amount shall be deposited into the Cash Management Account for disbursement in accordance therewith, provided that, as of each such Payment Date, the Debt Service Coverage Ratio for the Properties for the immediately preceding twelve (12) month period shall be equal to or greater than 1.65 to 1.0. The insufficiency of any balance in the Debt Service Reserve Account shall not relieve Borrower from its obligation to pay Debt Service and any other amounts as required under this Agreement and the other Loan Documents. In lieu of making the deposit (or any portion thereof) to the Debt Service Reserve Account required pursuant to this Section 7.5, Borrower may deliver to Lender an irrevocable letter of credit (payable on sight draft only) in an amount equal to the amount that is otherwise required to be deposited into the Debt Service Reserve Account issued by a domestic financial institution having a rating by S&P and Fitch of not less than “AA” and “Aa2” by Xxxxx’x if the term of such letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, the highest then current ratings assigned in connection with any Securitization, which letter of credit shall be held otherwise acceptable in form and substance to Lender and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including any fee charged by the Rating Agencies. Prior to the return of any such letter of credit, Borrower shall deposit with Lender as an amount equal to the amount that would have accumulated in the Debt Service Reserve Account and not been disbursed in accordance with this Section 7.5 if the letter of credit had not been delivered. Any such letter of credit shall be additional security for Borrower's ’s obligations under the Loan Documents. Lender shall have the right to draw in full upon any letter of credit: (i) if Lender has not be deemed a trustee as received at least fifteen (15) Business Days prior to the Debt Service Reserve. date on which the then outstanding letter of credit is scheduled to expire, a notice from the issuing financial institution that it has renewed the applicable letter of credit; (ii) upon receipt of notice from the issuing financial institution that the applicable letter of credit will be terminated; (iii) ten (10) days after Lender shall be entitled has given notice to draw on Borrower that the Debt Service Reserve one or more times for financial institution issuing the purpose applicable letter of compensating Lender for any amounts due credit ceases to Lender under meet the rating requirement set forth in this Agreement or Section 7.5; and (iv) upon the other Loan Documents by reason occurrence of an Event of Default occurring under any of the Loan Documents. Any amount drawn by Lender shall not be deemed: (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion of the Debt Service Reserve is drawn against by Lender pursuant to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute a Letter of Credit for the Debt Service Reserve issued by a financial institution mutually acceptable to Lender and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to BorrowerDefault.

Debt Service Reserve. Concurrently with the malcing of the Loan, Lender Borrower shall deposit into the Account the amount of the establish and maintain a debt service reserve account (“Debt Service Reserve”). The account shall be deposited with Lender or in a safe and responsible depository designated by Lender. Such funds shall at all times remain under the control of Lender, whether in the form of a cash deposit or invested in obligations of, or fully guaranteed as to principal by, the United States of America or in such other investments as may be allowed by HUD. Such funds are to be drawn upon only with HUD’s consent, which Debt Service Reserve consent may require replenishment to the minimum balance. The purpose of this reserve is to protect the insured loan in circumstances where Xxxxxxxx’s funds generated by the Project are insufficient to make the required debt service payments on the Note while other Project obligations remain current. Borrower shall deposit at endorsement of the Note an initial amount of $_________. Thereafter, the minimum allowable balance shall be held by Lender as additional security for Borrower's obligations under $___________, and if at any time the Loan Documents. Lender shall not be deemed a trustee as to the Debt Service Reserve. Lender shall be entitled to draw on the Debt Service Reserve one or more times for the purpose of compensating Lender for any amounts due to Lender under this Agreement or the other Loan Documents by reason of an Event of Default occurring under any of the Loan Documents. Any amount drawn by Lender shall not be deemed: (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion balance of the Debt Service Reserve is drawn against by Lender pursuant to less than the provisions of this Section 7.24minimum allowable balance, Borrower shallshall make such deposits as necessary to cause the balance to be no less than such minimum allowable balance. The Borrower may make or take no Distribution at any time when the balance of that account is below the minimum allowable balance. Borrower shall carry the balance in this account on the financial records as a restricted asset. The Debt Service Reserve shall be invested in accordance with Program Obligations, within ten (10) business days after written demand by Lender, deposit into and any interest earned on the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender investment shall have the ability to draw upon the entire amount of be deposited in the Debt Service Reserve. Disbursements from such account shall only be made after consent, in writing, of HUD, which may be given or withheld in HUD’s sole discretion and upon such terms as approved by HUD. In the event of a notification of default under the terms of the Borrower’s Security Instrument pursuant to which the Indebtedness has been accelerated, a written notification by HUD to Borrower shall have of a violation of this Agreement, or at such other times as determined solely by HUD, HUD may direct the right application of the balance in such account to substitute the amount due on the Indebtedness as accelerated or for such other purposes as may be determined solely by HUD. Where the Mortgaged Property is already subject to a Letter security instrument insured or held by HUD as of Credit for the date hereof and this Agreement is now being executed by Borrower as of the date hereof, the Debt Service Reserve issued now to be established shall be equal to the amount due to be in such account under this Agreement, and payments hereunder shall begin with the first payment due on the Borrower’s Note after acquisition, unless some other method of establishing and maintaining the account is approved in writing by a financial institution mutually acceptable to HUD. Upon Xxxxxxxx’s full satisfaction of all Lender and Borrower. In the event that Borrower substitutes a Letter of CreditHUD obligations, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction receive any monies remaining in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to BorrowerReserve.

Debt Service Reserve. Concurrently with On the malcing of the Loandate hereof, Lender Borrower shall deposit $400,000.00 into the Account the amount of the Debt Service Reserve, which Debt Service Reserve shall be held by Lender as additional security for Borrower's obligations under the Loan Documents. Lender shall not be deemed a trustee as to the Debt Service Reserve. Lender shall be entitled to draw on the Debt Service Reserve one or more times Subaccount (as hereinafter defined) for the purpose of compensating funding a reserve to provide an additional source for the payment of shortfalls in any payments required under Section 3.10(a)(i) – (vii) above at such time as when the operating income at the Property is insufficient to make such payment. Lender will transfer the deposit into a Subaccount (the “Debt Service Reserve Subaccount”) and shall disburse such amounts for such required payments as Lender deems necessary. Notwithstanding the above, at no time shall any disbursement from the Debt Service Reserve Subaccount exceed the Monthly Debt Service Payment Amount for the Payment Date in which the shortfall has occurred. Amounts on deposit in the Debt Service Reserve Subaccount shall be additional security and collateral for the Debt. Any amounts due in the Debt Service Reserve Subaccount exceeding $200,000 shall be disbursed to Lender under this Agreement or Borrower upon the other Loan Documents satisfaction by reason of an Event of Default occurring under any Borrower of the Loan Documents. Any amount drawn by Lender shall not be deemedfollowing conditions: (a) to fix or determine the amounts to which Lender there is entitled to recover under this Agreement or otherwise; no Event of Default continuing, (b) an Approved Tenant has executed a Lease, under terms wholly acceptable to waive or cure any default under this Agreement or the other Loan Documents; or Lender, (c) an Approved Tenant has begun paying Rent under its Lease on or prior to limit or waive December 31, 2005, (d) Borrower submits to Lender a written request for disbursement, which shall be accompanied by an estoppel agreement executed by Approved Tenant, and in form reasonably acceptable to Lender's right to pursue any remedies provided for hereunder or , certifying that (1) Approved Tenant has accepted and is in possession of the leased premises (2) Approved Tenant has commenced paying Rent under the other Loan DocumentsLease on or prior to December 31, 2005 and (3) there are no Rent abatements, landlord concessions, or tenant improvement work to be completed and all current obligations of the Borrower as landlord under the Lease have been completed (subsections (a)-(d) hereof collectively being known as the “Tenant Occupancy Requirements”) and (e) all amounts in the Vacant Suites Lease Reserve Subaccount (as defined in Section 3.13 hereof) have been disbursed to Borrower or applied against the Debt (subsections (a)-(e) hereof collectively referred to as the “Debt Service Release Requirements”). If all the Debt Service Release Requirements are not satisfied on or prior to December 31, 2005, the Interest Rate shall be increased by seven (7) basis points (0.07%) and the Borrower shall be given an extension until March 1,2006 to complete the Debt Service Release Requirements. If, as of March 1, 2006, the Borrower has not satisfied the Debt Service Release Requirements, and there is no Event of Default continuing, any portion of amounts in the Debt Service Reserve is drawn Subaccount exceeding $200,000 shall be disbursed to Borrower. Further, at such time as Tenant Long’s Drug Stores California, Inc. (“Long’s”) has commenced its lease term, and if all amounts in the Vacant Suites Lease Reserve Subaccount have been disbursed to Borrower or applied against by Lender pursuant to the provisions of this Section 7.24Debt, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute receive a Letter one-time disbursement of Credit for all of the funds remaining on deposit in the Debt Service Reserve issued Subaccount upon the satisfaction by Borrower of the following conditions: ((a) there is no Event of Default continuing, and (b) Borrower submits to Lender a financial institution mutually written request for disbursement, which shall be accompanied by an estoppel agreement executed by Borrower, in form reasonably acceptable to Lender Lender, stating that Long’s has accepted its space, is currently paying rent, and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of has completed all of Borrower's obligations requirements for tenant improvements under the Loan Documents, Lender shall return the Debt Service Reserve to BorrowerLong’s Lease.

Debt Service Reserve. Concurrently On the Closing Date, Prior Owner deposited with the malcing of the Loan, Lender shall deposit into the Account the amount of the Debt Service Reserve$2,000,000.00, which Debt Service Reserve amount so deposited with Lender, together with any additional deposits with Lender pursuant to Section 2.5.2(b)(vi)(A) hereof, shall be held by Lender as additional security for Borrower's obligations under in accordance with Section 7.5 hereof. As of the Loan Documents. Lender shall not be deemed a trustee as to Assumption Date, the Debt Service Reserve. Lender shall be entitled to draw on amount held in the Debt Service Reserve one Fund is $1,203,091.30. Amounts so deposited shall hereinafter be referred to as Borrower’s “Debt Service Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided no Event of Default exists and is continuing, in the event on any Payment Date the funds available in the Cash Management Account for application on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Payment Date), then to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available in the Debt Service Reserve Account in accordance with this Section 7.4.3 and Lender is required hereunder to so authorize a transfer on such Payment Date of funds from the Debt Service Reserve Account to the Cash Management Account to satisfy the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or more times for the purpose of compensating Lender for any amounts due to Lender under this Agreement or the other Loan Documents by reason of an Event of Default occurring under any of the Loan Documents. Any amount drawn if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest shall not be deemed: (a) to fix or determine payable by Borrower. When the amounts to which Lender Property shall have achieved the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or continuing, the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion balance of the Debt Service Reserve is drawn against Fund shall be disbursed to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender pursuant from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute a Letter of Credit for the Debt Service Reserve issued by a financial institution mutually acceptable to Lender and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to Borrowersame.

Debt Service Reserve. Concurrently On the Closing Date, Borrower shall deposit with Lender an amount equal to Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (said amount, hereinafter, the malcing “Debt Service Reserve Fund,” and the account in which such amount is held, hereinafter, the “Debt Service Reserve Account”) for the purpose of funding an escrow fund for the payment of Debt Service and any other amounts due under this Agreement and the other Loan Documents. On each Payment Date occurring on and after the first (1st) anniversary of the Loanfirst (1st) Payment Date, Lender shall deposit into the Account the amount of apply the Debt Service ReserveReserve Fund in an amount equal to the Monthly Debt Service Payment Amount, which amount shall be deposited into the Cash Management Account for disbursement in accordance therewith, provided that, as of each such Payment Date, the Debt Service Coverage Ratio for the Properties for the immediately preceding twelve (12) month period shall be equal to or greater than 1.65 to 1.0. The insufficiency of any balance in the Debt Service Reserve Account shall not relieve Borrower from its obligation to pay Debt Service and any other amounts as required under this Agreement and the other Loan Documents. In lieu of making the deposit (or any portion thereof) to the Debt Service Reserve Account required pursuant to this Section 7.5.1, Borrower may deliver to Lender an irrevocable letter of credit (payable on sight draft only) in an amount equal to the amount that is otherwise required to be deposited into the Debt Service Reserve Account issued by a domestic financial institution having a rating by S&P and Fitch of not less than “AA” and “Aa2” by Xxxxx’x if the term of such letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, the highest then current ratings assigned in connection with any Securitization, which letter of credit shall be held otherwise acceptable in form and substance to Lender and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including any fee charged by the Rating Agencies. Prior to the return of any such letter of credit, Borrower shall deposit with Lender as an amount equal to the amount that would have accumulated in the Debt Service Reserve Account and not been disbursed in accordance with this Section 7.5.1 if the letter of credit had not been delivered. Any such letter of credit shall be additional security for Borrower's ’s obligations under the Loan Documents. Lender shall have the right to draw in full upon any letter of credit: (i) if Lender has not be deemed a trustee as received at least fifteen (15) Business Days prior to the Debt Service Reserve. date on which the then outstanding letter of credit is scheduled to expire, a notice from the issuing financial institution that it has renewed the applicable letter of credit; (ii) upon receipt of notice from the issuing financial institution that the applicable letter of credit will be terminated; (iii) ten (10) days after Lender shall be entitled has given notice to draw on Borrower that the Debt Service Reserve one or more times for financial institution issuing the purpose applicable letter of compensating Lender for any amounts due credit ceases to Lender under meet the rating requirement set forth in this Agreement or Section 7.5.1; and (iv) upon the other Loan Documents by reason occurrence of an Event of Default occurring under any of the Loan Documents. Any amount drawn by Lender shall not be deemed: (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion of the Debt Service Reserve is drawn against by Lender pursuant to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute a Letter of Credit for the Debt Service Reserve issued by a financial institution mutually acceptable to Lender and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to BorrowerDefault.

Debt Service Reserve. Concurrently On the date hereof, Borrower shall deposit with Lender the malcing amount of $3,000,000 for the Loanpurpose of creating a reserve for potential shortfalls in the amount of Rents being available to meet Borrower’s obligation to pay the Monthly Debt Service Payment Amounts due hereunder. Lender shall cause such amount to be transferred to a Subaccount (the “Debt Service Reserve Subaccount”). To the extent there are insufficient Rents to pay the Monthly Debt Service Payment Amount pursuant to Section 3.11 hereof on such Payment Date, provided no Event of Default is continuing, Lender shall deposit into the Account the amount of the Debt Service Reserve, which Debt Service Reserve shall be disburse to itself funds held by Lender as additional security for Borrower's obligations under the Loan Documents. Lender shall not be deemed a trustee as to the Debt Service Reserve. Lender shall be entitled to draw on in the Debt Service Reserve one or more times for the purpose of compensating Lender for any amounts due Subaccount to Lender under this Agreement pay such Monthly Debt Service Payment Amount (or the other Loan Documents by reason of an Event of Default occurring under any of applicable portion thereof), and such disbursement shall be credited towards Borrower’s obligation to pay the Loan Documents. Any amount drawn by Lender shall not be deemed: Monthly Debt Service Payment Amount (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion of thereof) due on such Payment Date pursuant to Section 2.2.1 hereof. Any funds remaining on deposit in the Debt Service Reserve is drawn against by Lender pursuant Account not previously disbursed or applied shall be released to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount date on which Lender has determined that the Property has achieved a Debt Service Coverage Ratio of at least 1.10:1 for two (2) consecutive Calculation Dates. In calculating the Debt Service Reserve. Borrower shall have the right to substitute a Letter Coverage Ratio solely for purposes of Credit for determining whether or not funds may be released from the Debt Service Reserve issued Subaccount as contemplated by the preceding sentence, the Net Operating Income component of such calculation shall be computed without taking into account the rent payable under any Leases which have an expiration date of December 31, 2009 or earlier, unless the space covered under any such Lease has been re-tenanted (for a financial institution mutually acceptable term that has commenced on or before January 1, 2010 and extends to Lender at least January 1, 2010) pursuant to a fully executed and Borrower. In the event binding Lease that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction has been entered into in full of all of Borrower's obligations under accordance with the Loan Documents, Lender shall return the Debt Service Reserve to Borrower.

Debt Service Reserve. Concurrently On the date hereof, Borrower shall deposit with Lender the malcing amount of $4,500,000 for the Loanpurpose of creating a reserve for potential shortfalls in the amount of Rents being available to meet Borrower’s obligation to pay the Monthly Debt Service Payment Amounts due hereunder. Lender shall cause such amount to be transferred to a Subaccount (the “Debt Service Reserve Subaccount”). To the extent there are insufficient Rents to pay the Monthly Debt Service Payment Amount pursuant to Section 3.11 hereof on such Payment Date, provided no Event of Default is continuing, Lender shall deposit into the Account the amount of the Debt Service Reserve, which Debt Service Reserve shall be disburse to itself funds held by Lender as additional security for Borrower's obligations under the Loan Documents. Lender shall not be deemed a trustee as to the Debt Service Reserve. Lender shall be entitled to draw on in the Debt Service Reserve one or more times for the purpose of compensating Lender for any amounts due Subaccount to Lender under this Agreement pay such Monthly Debt Service Payment Amount (or the other Loan Documents by reason of an Event of Default occurring under any of applicable portion thereof), and such disbursement shall be credited towards Borrower’s obligation to pay the Loan Documents. Any amount drawn by Lender shall not be deemed: Monthly Debt Service Payment Amount (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default under this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. If all or any portion of thereof) due on such Payment Date pursuant to Section 2.2.1 hereof. Any funds remaining on deposit in the Debt Service Reserve is drawn against by Lender pursuant Account not previously disbursed or applied shall be released to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall have the ability to draw upon the entire amount date on which Lender has determined that the Property has achieved a Debt Service Coverage Ratio of at least 1.10:1 for two (2) consecutive Calculation Dates. In calculating the Debt Service Reserve. Borrower shall have the right to substitute a Letter Coverage Ratio solely for purposes of Credit for determining whether or not funds may be released from the Debt Service Reserve issued Subaccount as contemplated by the preceding sentence, the Net Operating Income component of such calculation shall be computed without taking into account the rent payable under any Leases which have an expiration date of December 31, 2009 or earlier, unless the space covered under any such Lease has been re-tenanted (for a financial institution mutually acceptable term that has commenced on or before January 1, 2010 and extends to Lender at least January 1, 2010) pursuant to a fully executed and Borrower. In the event binding Lease that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction has been entered into in full of all of Borrower's obligations under accordance with the Loan Documents, Lender shall return the Debt Service Reserve to Borrower.