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;

CROSS-DEFAULT; OTHER OBLIGATIONS.

“Trust Account Required Balance” as of any date of determination shall be an amount equal to the Over-Collateralization Amount as of such date.