Common use of Security Interest in Reserves; Other Matters Pertaining to Reserves Clause in Contracts

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Default; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration Yield Maintenance (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' ’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note Notes and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves and other Account Collateral as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves and other Account Collateral (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment Administrative Fees in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault and provided, further, that any payments applied to the interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves and other Account Collateral were reserved or were required to be reserved; and (iv) application of the Reserves and other Account Collateral in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves and other Account Collateral during the continuance of an Event of Default to payment of the Loan or in any specific order of priority, provided that any payments applied to interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers Each Borrower hereby pledgepledges, assign assigns and grant grants to Lender a security interest in and to all of the Borrowers' such Borrower’s right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an any Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents, subject, in each case to the interests of the Mortgage Lender, if any, in the Account Collateral. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers Borrower hereby pledgepledges, assign assigns and grant grants to Lender a security interest in and to all of the Borrowers' Borrower's right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents, subject, in each case, to the interests of the Mortgage Lender, if any, in the Account Collateral. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves then held by or on behalf of Lender as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) then held by or on behalf of Lender for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Default; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Issuers hereby pledge, assign and grant to Lender the Indenture Trustee a security interest in and to all of the Borrowers' Issuers’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee created herein and all provisions of this Loan Agreement Indenture and the other Loan Transaction Documents pertaining to Account Collateral. (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender the Indenture Trustee at the written direction of the Servicer (in its sole and absolute discretion, but subject to the Servicing Standard) may use the Reserves (or any portion thereof) for any purpose, including including, but not limited to any combination of the following: for (i) payment of any against of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender the Servicer may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; and provided, further, that any payments on the Notes shall be made in accordance with the priorities set forth in Section 5.01; (ii) reimbursement of Lender the Indenture Trustee and Servicer for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender the Servicer acting on behalf of the Indenture Trustee at law or in equity or under this Loan Agreement Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers Borrower hereby pledgepledges, assign assigns and grant grants to Lender a security interest in and to all of the Borrowers' Borrower’s right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an any Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Obligors hereby pledge, assign and grant to Lender the Indenture Trustee on behalf of the Secured Parties a security interest in and to all of the Borrowers' Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee for the benefit of the Noteholders created herein and all provisions of this Loan Agreement Base Indenture and the other Loan Transaction Documents pertaining to Account Collateral. All Permitted Investments shall mature no later than one Business Day prior to each Allocation Date or otherwise when such funds are required to be distributed pursuant to Section 5.01(a). (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon following an acceleration of the maturity of the Notes following the occurrence and during the continuance continuation of any an Event of Default, Lender the Indenture Trustee (acting on behalf of the Majority Noteholders) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after following an acceleration of the maturity of the Notes following the occurrence and during the continuance continuation of an Event of Default, Lender in its sole and absolute discretionthe Indenture Trustee (acting solely at the direction of the Controlling Class Representative (or, if none, at the direction of the Majority Noteholders)), may use funds on deposit in the Reserves Reserve Accounts (or any portion thereof) and all other cash reserves held by or on behalf of the Indenture Trustee for any purpose, including but not limited to those that are then due and owing in any combination of the following: (i) the payment of any of the Obligations of the Co-Issuers under the Notes, including the any Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine directed in its sole discretionwriting; provided, however, provided that such application of funds shall not cure or be deemed to cure any Defaultdefault, provided, further, that any payments with regard to any application of such funds to the Notes shall be made in accordance with the priorities set forth in Section 5.01(a))(x); (ii) reimbursement of Lender the Indenture Trustee for any actual losses or losses, expenses and outstanding fees (including, without limitation, including reasonable legal fees) suffered or incurred as a result of such Event of Default); (iii) payment for the work or obligation obligations for which such Reserves Accounts were reserved created or the funds therein were required to be reserved; and (iv) application of the Reserves such funds in connection with the exercise of any and all rights and remedies available to Lender the Indenture Trustee at law or in equity or under this Loan Agreement Base Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Base Indenture shall obligate Lender the Indenture Trustee to apply all or any portion of the funds contained in the Reserves Reserve Accounts during the continuance continuation of an Event of Default to payment of the Loan Notes or in any specific order of prioritypriority except as set forth in the proviso in the immediately preceding sentence.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents, subject, in each case to the interests of the Mortgage Lender, if any, in the Account Collateral. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; , provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers Borrower hereby pledgepledges, assign assigns and grant grants to Lender a security interest in and to all of the Borrowers' Borrower's right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an any Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Defaultdefault; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to the Lender a security interest in and to all of the Borrowers' ’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note Notes and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of the Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, the Lender shall have all rights and remedies pertaining to the Reserves and other Account Collateral as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, the Lender in its sole and absolute discretion, may use the Reserves and other Account Collateral (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment Administrative Fees in such order as the Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault and provided, further, that any payments applied to the interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement; (ii) reimbursement of the Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves and other Account Collateral were reserved or were required to be reserved; and (iv) application of the Reserves and other Account Collateral in connection with the exercise of any and all rights and remedies available to the Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate the Lender to apply all or any portion of the funds contained in the Reserves and other Account Collateral during the continuance of an Event of Default to payment of the Loan or in any specific order of priority, provided that any payments applied to interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Obligors hereby pledge, assign and grant to Lender the Indenture Trustee a security interest for the benefit of the Indenture Trustee, individually and on behalf of the Noteholders, in and to all of the Borrowers' Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee on behalf of the Noteholders created herein and all provisions of this Loan Agreement Indenture and the other Loan Transaction Documents pertaining to Account Collateral. (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretionthe Indenture Trustee at the written direction of the Manager, with an officer’s certificate of the Manager, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender the Servicer may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Default; default and provided, further, that any payments on the Notes will be made in accordance with the priorities set forth in Article V, (ii) reimbursement of Lender the Indenture Trustee and/or the Servicer for any outstanding fees and actual losses or expenses or indemnities (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; ), (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; reserved and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender the Servicer acting on behalf of the Indenture Trustee at law or in equity or under this Loan Agreement Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Indenture shall obligate Lender the Servicer to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan Notes or (except as provided in the proviso to clause (i) of this Section 4.01(b)) in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Obligors hereby pledge, assign and grant to Lender the Indenture Trustee a security interest in and to all of the Borrowers' Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee created herein and all provisions of this Loan Agreement Indenture and the other Loan Transaction Documents pertaining to Account Collateral. (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender the Indenture Trustee at the direction of the Servicer, in its sole and absolute discretion, but subject to the Servicing Standard, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender Servicer may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault and provided, further, that any payments on the Notes will be made in accordance with the priorities set forth in Article V; (ii) reimbursement of Lender the Indenture Trustee and Servicer for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender the Servicer acting on behalf of the Indenture Trustee at law or in equity or under this Loan Agreement Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Indenture shall obligate Lender the Servicer to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan Notes or (except as provided in the proviso to clause (i) of this Section 4.01(b)) in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Obligors hereby pledge, assign and grant to Lender the Indenture Trustee a security interest in and to all of the Borrowers' Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee created herein and all provisions of this Loan Agreement Indenture and the other Loan Transaction Documents pertaining to Account Collateral. Income realized from the investment of funds in the Site Acquisition Account shall be paid to, or at the direction of, the Issuers on each Payment Date. All Permitted Investments will mature no later than one Business Day prior to each Payment Date or otherwise when such funds are required to be distributed pursuant to Section 5.01. (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender the Indenture Trustee at the written direction of the Servicer, in its sole and absolute discretion, but subject to the Servicing Standard, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender Servicer may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault and provided, further, that any payments on the Notes will be made in accordance with the priorities set forth in Article V; (ii) reimbursement of Lender the Indenture Trustee, the Custodian and Servicer for any actual losses or expenses and outstanding fees (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default); (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender the Servicer acting on behalf of the Indenture Trustee at law or in equity or under this Loan Agreement Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Indenture shall obligate Lender the Servicer to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan Notes or (except as provided in the proviso to clause (i) of this Section 4.01(b)) in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Issuer hereby pledgegrants to the Indenture Trustee on behalf of the Secured Parties, assign and grant to Lender or as creditor of the Parallel Debt, a security interest in and to all of the Borrowers' Issuer’s right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee created herein and all provisions of this Loan Agreement Base Indenture and the other Loan Transaction Documents pertaining to Account Collateral. ▇▇▇▇▇▇ realized from the investment of funds in any Prefunding Account shall be paid to the Issuer on each Payment Date if written direction of the Manager has been timely received by the Indenture Trustee. All Permitted Investments will mature no later than one Business Day prior to each Payment Date or otherwise when such funds are required to be distributed pursuant to Section 5.01(a). (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon following the occurrence and during the continuance continuation of any an Event of Default, Lender the Indenture Trustee and the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after following the occurrence and during the continuance continuation of an Event of Default, Lender in its sole and absolute discretionthe Indenture Trustee, at the written direction of the Servicer, may use funds on deposit in the Reserves Reserve Accounts (other than the Prefunding Account) (or any portion thereof) and all other cash reserves held by or on behalf of the Indenture Trustee for any purpose, including but not limited to those that are then due and owing in any combination of the following: (i) the payment of any of the Obligations of the Issuer under the Notes, including the any Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine directed in its sole discretionwriting and the performance of all other terms, conditions and covenants under the Transaction Documents; provided, however, provided that such application of funds shall not cure or be deemed to cure any Defaultdefault, provided, further, that any payments with regard to any application of any such amounts will be made in accordance with the priorities set forth in Section 5.01; (ii) reimbursement of Lender the Indenture Trustee and the Servicer for any actual losses or losses, expenses and outstanding fees (including, without limitation, including reasonable legal fees) suffered or incurred as a result of such Event of Default); (iii) payment for the work or obligation obligations for which such Reserves Accounts were reserved created or the funds therein were required to be reserved; and (iv) application of the Reserves such funds in connection with the exercise of any and all rights and remedies available to Lender the Indenture Trustee or Servicer at law or in equity or under this Loan Agreement Base Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Base Indenture shall obligate Lender the Indenture Trustee or the Servicer to apply all or any portion of the funds contained in the Reserves Reserve Accounts during the continuance continuation of an Event of Default to payment of the Loan Notes or in any specific order of prioritypriority except as set forth in the proviso in the immediately preceding sentence.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Obligors hereby pledge, assign and grant to Lender the Indenture Trustee a security interest in and to all of the Borrowers' Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender Indenture Trustee created herein and all provisions of this Loan Agreement Indenture and the other Loan Transaction Documents pertaining to Account Collateral. (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender the Indenture Trustee at the direction of the Servicer, in its sole and absolute discretion, but subject to the Servicing Standard, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration Yield Maintenance (if any) applicable upon such payment in such order as Lender Servicer may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault and provided, further, that any payments on the Notes will be made in accordance with the priorities set forth in Article V; (ii) reimbursement of Lender the Indenture Trustee and Servicer for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender the Servicer acting on behalf of the Indenture Trustee at law or in equity or under this Loan Agreement Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Indenture shall obligate Lender the Servicer to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan Notes or (except as provided in the proviso to clause (i) of this Section 4.01(b)) in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' ’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note Notes and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves and other Account Collateral as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves and other Account Collateral (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment Administrative Fees in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault and provided, further, that any payments applied to the interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xvii) of Section 3.3(a) of the Cash Management Agreement; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves and other Account Collateral were reserved or were required to be reserved; and (iv) application of the Reserves and other Account Collateral in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves and other Account Collateral during the continuance of an Event of Default to payment of the Loan or in any specific order of priority, provided that any payments applied to interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xvii) of Section 3.3(a) of the Cash Management Agreement.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Obligors hereby pledge, assign and grant to Lender the Indenture Trustee a security interest in and to all of the Borrowers' Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee created herein and all provisions of this Loan Agreement Indenture and the other Loan Transaction Documents pertaining to Account Collateral. All Permitted Investments will mature no later than one Business Day prior to each Payment Date or otherwise when such funds are required to be distributed pursuant to Section 5.01. (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender the Indenture Trustee at the written direction of the Servicer, in its sole and absolute discretion, but subject to the Servicing Standard, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration Yield Maintenance (if any) applicable upon such payment in such order as Lender Servicer may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault and provided, further, that any payments on the Notes will be made in accordance with the priorities set forth in Article V; (ii) reimbursement of Lender the Indenture Trustee and Servicer for any actual losses or expenses and outstanding fees (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default); (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender the Servicer acting on behalf of the Indenture Trustee at law or in equity or under this Loan Agreement Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Indenture shall obligate Lender the Servicer to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan Notes or (except as provided in the proviso to clause (i) of this Section 4.01(b)) in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Issuers hereby pledge, assign and grant to Lender the Indenture Trustee a security interest in and to all of the Borrowers' Issuers’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender Indenture Trustee created herein and all provisions of this Loan Agreement Indenture and the other Loan Transaction Documents pertaining to Account Collateral. (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender the Indenture Trustee at the direction of the Servicer, in its sole and absolute discretion, but subject to the Servicing Standard, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration Yield Maintenance (if any) applicable upon such payment in such order as Lender Servicer may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault, and provided, further, that any payments on the Notes will be made in accordance with the priorities set forth in items third through seventh and thirteenth through nineteenth of Article V of this Indenture; (ii) reimbursement of Lender the Indenture Trustee and Servicer for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender the Servicer acting on behalf of the Indenture Trustee at law or in equity or under this Loan Agreement Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Indenture shall obligate Lender the Servicer to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan Notes or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (Aa) The Borrowers Obligors hereby pledge, assign and grant to Lender the Indenture Trustee on behalf of the Secured Parties a security interest in and to all of the Borrowers' Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Transaction Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender the Indenture Trustee created herein and all provisions of this Loan Agreement Base Indenture and the other Loan Transaction Documents pertaining to Account Collateral. ▇▇▇▇▇▇ realized from the investment of funds in any Prefunding Account shall be paid to the Issuer on each Payment Date if written direction of the Manager has been timely received by the Indenture Trustee. All Permitted Investments will mature no later than one Business Day prior to each Payment Date or otherwise when such funds are required to be distributed pursuant to Section 5.01(a). (Bb) In addition to the rights and remedies provided in Article VII III and elsewhere herein, upon following an acceleration of the maturity of the Notes following the occurrence and during the continuance continuation of any an Event of Default, Lender the Indenture Trustee and the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Transaction Documents or under any applicable law. Without limiting the foregoing, upon and at all times after following an acceleration of the maturity of the Notes following the occurrence and during the continuance continuation of an Event of Default, Lender in its sole and absolute discretionthe Indenture Trustee, acting solely at the written direction of the Servicer, may use funds on deposit in the Reserves Reserve Accounts (other than the Prefunding Account) (or any portion thereof) and all other cash reserves held by or on behalf of the Indenture Trustee for any purpose, including but not limited to those that are then due and owing in any combination of the following: (i) the payment of all or any portion of any of the Obligations unpaid principal amount of the Outstanding Notes, accrued interest thereon and all other obligations, liabilities and indebtedness of every nature to be paid or performed by the Guarantor or any of the Obligors under the Transaction Documents, including fees, costs and expenses, and other sums now or hereafter owing, due or payable and whether before or after the Prepayment Consideration (if any) filing of a proceeding under the Bankruptcy Code or any other applicable upon such payment bankruptcy, insolvency or other similar law now or hereafter in such order as Lender may determine in its sole discretioneffect by or against any of the Guarantor or any of the Obligors, and the performance of all other terms, conditions and covenants under the Transaction Documents; provided, however, provided that such application of funds shall not cure or be deemed to cure any Defaultdefault, provided, further, that any payments with regard to any application of any such amounts will be made in accordance with the priorities set forth in Sections 5.01; (ii) reimbursement of Lender the Indenture Trustee and the Servicer for any actual losses or losses, expenses and outstanding fees (including, without limitation, including reasonable legal fees) suffered or incurred as a result of such Event of Default); (iii) payment for the work or obligation obligations for which such Reserves Accounts were reserved created or the funds therein were required to be reserved; and (iv) application of the Reserves such funds in connection with the exercise of any and all rights and remedies available to Lender the Indenture Trustee or Servicer at law or in equity or under this Loan Agreement Base Indenture or pursuant to any of the other Loan Transaction Documents. Nothing contained in this Loan Agreement Base Indenture shall obligate Lender the Indenture Trustee or the Servicer to apply all or any portion of the funds contained in the Reserves Reserve Accounts during the continuance continuation of an Event of Default to payment of the Loan Notes or in any specific order of prioritypriority except as set forth in the proviso in the immediately preceding sentence.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance continuation of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an any Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purposepurpose provided herein, including but not limited to any combination of the following: (i) payment of any of the Obligations including the Prepayment Consideration (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral (as defined below) and are subject to the security interest in favor of Lender created herein therein and all provisions of this Loan Agreement and the other Loan Documents hereof pertaining to Account Collateral, including Sections 7.6 et seq. (B) In addition to the rights and remedies provided in Article VII 7 and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an any Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment repayment of any of the Obligations including and the Prepayment Consideration (if any) applicable upon such payment in such order a full or partial prepayment (as Lender may determine in its sole discretionapplicable); provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Defaultdefault; (iii) payment for performing the work or obligation for which such Reserves were reserved or were required to be reserved; and or (iv) application of applying the Reserves in connection with the exercise of exercising any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Further without limiting the foregoing, during the continuance of an Event of Default, Lender is expressly authorized to hold the Account Collateral and not apply the same to the debt or to any other secured obligation, to apply all or any portion of the funds contained Reserves against the debt or the other secured obligations in any order that Lender determine, to apply all or any portion of the Reserves during the continuance otherwise as provided herein, or to dispose of an Event of Default to payment any or all of the Loan or same in any specific order of priorityaccordance with applicable law.

Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers' right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Note and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral. All Reserves shall be made and held by Lender (and shall be commingled among the respective Loans) on a consolidated basis with respect to all of the Loans pursuant to the terms of the Cash Management Agreement. (B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Borrower's respective Obligations including the Prepayment Consideration Yield Maintenance (if any) applicable upon such payment in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any Defaultdefault; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves were reserved or were required to be reserved; and (iv) application of the Reserves in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves during the continuance of an Event of Default to payment of the Loan or in any specific order of priority.