“Over-Collateralization Amount” shall mean, as of any date of determination, ​ percent (​) of the Funds Withheld Reserves (but calculated excluding Post-Effective Time IMR); provided, however, that notwithstanding the foregoing, the Over-Collateralization Amount shall be ​ percent (​) of the Funds Withheld Reserves (but calculated excluding Post-Effective Time IMR) during any Over-Collateralization Amount Increase Event.

SECTION # Cash Collateralization 7976

Section # Mandatory Prepayments or Collateralization; Optional Prepayments.

Each Borrower acknowledges that the Lender has made the Loan to the Borrowers upon the security of its interest in each of the Properties and all of the Properties taken together, and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Property taken separately. Each Borrower agrees that the Mortgages are and will be considered to be cross-collateralized and cross-defaulted with each other so that # an Event of Default under or with respect to any one of the Mortgages shall constitute an Event of Default under and with respect to the entire Loan, including each of the other Mortgages; # an Event of Default under or in respect of the Note or this Agreement shall constitute an Event of Default with respect to each Mortgage and each other instrument providing security in respect of the Loan; # each Mortgage shall constitute security for the Note and in respect of the entire Loan as if a single blanket lien were placed on all of the Properties and other collateral as security for the Note and the Loan; and # such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.

fifth, # to Cash Collateralization of LC Obligations, # to all Loans and # to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof), in each case solely with respect to clause (iii), up to the amount of Availability Reserves existing therefor;

Upon the occurrence of an Over-Collateralization Amount Increase Event, the Reinsurer shall within ten (10) Business Days of its receipt of written notice of such increased Over-Collateralization Amount from the Ceding Company deposit additional Permitted Assets into the Trust Account, as needed, such that the aggregate Statutory Carrying Value of the Permitted Assets maintained in the Trust Account at such time is not less than the Trust Account Required Balance (taking into account the increased Over-Collateralization Amount).

Liens upon assets of Borrower or any of its Subsidiaries subject to purchase money debt or Capitalized Lease Obligations to the extent such purchase money debt or Capitalized Lease Obligations are permitted by Section 9.04, provided that # such Liens only serve to secure the payment of Indebtedness arising under such purchase money debt or Capitalized Lease Obligation and # the Lien encumbering the asset giving rise to the purchase money debt or Capitalized Lease Obligation does not encumber any other asset of Borrower or any Subsidiary (except for customary cross-collateralization provisions pursuant to which the lien of the single financial institution may extend to all assets financed by such financial institution and its affiliates);

“Estimated Over-Collateralization Amount” shall have the meaning specified in [Section 3.01(a)].

if Borrowers provide Letter of Credit Collateralization for any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section 2.3(g)(ii), Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant to Section 2.6(b) with respect to the portion of such Defaulting Lender’s Letter of Credit Exposure for which Letter of Credit Collateralization has been provided during the period during which such Letter of Credit Collateralization has been provided;

Upon the occurrence of a Triggering Event, the Ceding Company may, in lieu of recapturing the Reinsured Policies pursuant to [Section 11.02], direct the Reinsurer in writing that the Over-Collateralization Amount shall increase from ​ percent (​) to ​ percent (​) of Funds Withheld Reserves (but calculated excluding Post-Effective Time IMR) and thereafter shall be maintained at that level except as otherwise set forth in this [Section 9.04(b)]. In the event the Ceding Company elects to require the Reinsurer to increase the Over-Collateralization Amount in accordance with this [Section 9.04(b), (i)])] such election shall be deemed a waiver of the Ceding Company’s right to recapture the Reinsured Liabilities under [Section 11.02] solely with respect to such Triggering Event, and # upon provision by the Reinsurer of evidence reasonably satisfactory to the Ceding Company that the Triggering Event giving rise to the Ceding Company’s election to require the Reinsurer to increase the Over-Collateralization Amount has been cured, the Over-Collateralization Amount shall decrease from ​ percent (​) to ​ percent (​) of Funds Withheld Reserves (but calculated excluding Post-Effective Time IMR) effective for purposes of the first Monthly Accounting Period following the Monthly Accounting Period during which such Triggering Event was cured. For the avoidance of doubt, # the Ceding Company’s election to increase the Over-Collateralization Amount in accordance with this [Section 9.04(b)] is not intended, and shall not be construed, to in any way restrict, supersede or result in a waiver of the Ceding Company’s right to take any action or pursue any remedy to the extent permitted under this Agreement (including [Section 11.02]) with respect to future Triggering Events resulting from events or occurrences after the date on which such increase is effected, and # in the event a Triggering Event occurs during any period where the Over-Collateralization Amount has been increased to ​ percent (​) pursuant to this [Section 9.04(b)] or clause (i) or (ii) of the definition of Over-Collateralization Amount, the Over-Collateralization Amount shall not be increased any further, but the Ceding Company shall retain all rights to take any other actions or pursue any other remedies to the extent permitted under this Agreement (including [Section 11.02]) with respect to such Triggering Event.