Common use of Deposits Clause in Contracts

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified set forth on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on SCHEDULE III, and (9ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT."

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from On the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower Borrowers shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender)Schedule II attached hereto and made a part hereof, to perform the Required Repairs for the Propertymultiplied by one hundred twenty-five percent (125%). Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.6 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" Borrowers’ “Required Repair Funds” and the account, if any, account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. Borrowers shall perform the repairs at the Properties as more particularly set forth on Schedule II hereto (such repairs hereinafter collectively referred to as “Required Repairs”). Borrowers shall complete the Required Repairs on or before the required deadline for each repair as set forth on Schedule II. It shall be an Event of Default under this Agreement if Borrower does (a) Borrowers do not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at by the Property within nine required deadline for each repair as set forth on Schedule II (9except for postponement of such deadlines as a result of Unavoidable Delays), or (b) months from the Closing DateBorrowers do not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretiondetermine. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform complete (or cause the completion of) the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete or cause the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all completion of the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not either complete (ior cause the completion of) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule II, or (9b) months from Borrower does not satisfy (or cause the Closing Datesatisfaction of) each condition contained in Section 7.1.2 hereof. Upon Subject to Section 7.6(b) hereof, upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.6 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform (or cause the performance of) the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete (or cause the completion of) within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that required deadline for each repair as set forth on Schedule II hereto, provided, however, if Borrower has promptly commenced such Required Repairs at the Property but the same cannot be reasonably completed by the required deadline as set forth on Schedule II and Borrower is six diligently and expeditiously proceeding to cause the completion of the Required Repairs, the required deadline as set forth on Schedule II shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to complete such Required Repairs, such additional period not to exceed one hundred eighty (6180) months from days. If (a) Borrower does not complete (or cause the Closing Datecompletion of) the Required Repairs by the required deadline for each repair as set forth on Schedule II (as the same may be extended in accordance with the foregoing sentence), or such earlier time (b) Borrower does not satisfy each condition contained in Section 7.1.2 hereof by the required deadline for each repair as specified set forth on SCHEDULE IIISchedule II hereto, then Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs Amount for which evidence payment of completion has been delivered to Lender), to perform the cost of the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing DateRepairs. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment reduction of the Debt Outstanding Principal Balance in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.

Deposits. Borrower Each Subscription Payment received by the Company from a subscriber shall perform be forwarded to the repairs at Escrow Agent along with a certificate from the Property, if any, as more particularly set forth on SCHEDULE III hereto Company (such repairs hereinafter referred to as the "REQUIRED REPAIRSSubscription Certificate") within six (6) months setting forth the name, address, social security number and telephone number of such subscriber, the number of Units or fractional or split Units being purchased and the purchase price being paid for the same. If the Subscription Payment is in the form of a check, it shall be enclosed with the Subscription Agreement. If the Subscription Payment is to be made by wire transfer, the Subscription Agreement shall also state the name, address and telephone number of the financial institution that will be wiring such Subscription Payment. Each Subscription Payment received by the Escrow Agent from the Closing DateCompany will be deposited and held in accordance with Section 6(a) below. Such account will be held in the name of (the "Escrow"). It is understood that all checks received by Escrow Agent are subject to clearance time and the funds represented thereby cannot be drawn upon or invested until such time as the same constitute good and collected funds. It is additionally understood that should any checks be returned to the Escrow Agent as uncollectible, or returned because of insufficient funds, the Escrow Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such earlier time as specified on SCHEDULE IIIuncollected checks to the Escrow. If Borrower The Escrow Agent shall redeposit such check(s) for collection only upon the verbal instruction of the Company; however, in no instance shall the check(s) be presented for collection more than two (2) times. Should the check(s) be uncollectible after the second presentation, the Escrow Agent, shall promptly notify the Company and hold said check(s) until the subscriber has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before replaced the date that is six (6) months from the Closing Date, same with a cashier's check or such earlier other form of draft that the Company and escrow Agent approve, at which time the Escrow Agent shall as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated soon as practicable return said uncollectible check(s) to the performance of Required Repairs for which evidence of completion has been delivered subscriber. In the event the subscriber does not replace said check(s) with a cashier's check or such other form or draft acceptable to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" Escrow Agent and the accountCompany, if any, in which the Escrow Agent shall as soon as practicable return the same to such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentssubscriber.

Deposits. On the Closing Date, Borrower has deposited with Lender funds in the amount of Four Million Four Hundred Twenty-Two Thousand Fifty-Five and No/100 Dollars ($4,422,055.00) (the “Required Repair Reserve Funds”), which Required Repair Reserve Funds shall be held by Lender in accordance with Section 7.8 hereof and disbursed to Borrower in accordance with Section 7.1.2 hereof. The account in which the Required Repair Reserve Funds are held shall hereinafter be referred to as the “Required Repair Reserve Account”. Borrower shall perform the repairs (on an Individual Property by Individual Property basis) at the Property, if anyapplicable Individual Properties, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six (6i) months from in compliance with all applicable Legal Requirements, (ii) in a Lien-free, good and workmanlike manner and (iii) prior to the one (1) year anniversary of the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Date (the “Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to LenderRepair Deadline”), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be constitute an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender complete each Required Repair by the Required Repair Fund Deadline, provided that, if Borrower shall have been unable to complete a Required Repair by the Required Repair Deadline, after using commercially reasonable efforts to do so, the Required Repair Deadline shall be automatically extended solely as set forth above, or (ii) to such Required Repair to permit Borrower to complete such Required Repair so long as Borrower is at all times thereafter diligently and expeditiously proceeding to complete the same (provided that such additional period shall not exceed ninety (90) days in respect of any Required Repairs at the Property within nine (9) months from the Closing DateRepair). Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Reserve Funds from the Required Repair Reserve Account and Lender may apply such funds either to (i) the costs of completion of the Required Repairs at or (ii) the Property or toward payment of the Debt Debt, in such order, proportion and priority as Lender may determine in its sole discretion. Notwithstanding the foregoing, if an Event of Default shall occur as a result of a failure by Borrower to timely complete a Required Repair in accordance with the foregoing and (A) Lender shall apply the Required Repair Reserve Funds to the costs of completion of the Required Repairs in accordance with the foregoing, (B) Borrower shall have paid to Lender all costs and expenses incurred by Lender in connection with the completion such Required Repairs and (C) the Required Repair Reserve Funds are sufficient to complete the Required Repairs, the applicable Event of Default shall be deemed to have been cured by Borrower. Lender's ’s right to withdraw and apply Required Repair Reserve Funds in accordance with the foregoing shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall, or shall cause the applicable Master Tenant to, perform the repairs environmental remediation at the PropertyProperties determined as required by the environmental consultant preparing those certain Phase I environmental reports delivered to Lender by Borrower in connection with the origination of the Loan (each, if anya “Phase I Environmental Report” and collectively, as the “Phase I Environmental Reports”) and more particularly set forth described on SCHEDULE III Schedule 7.2.1 hereto (such repairs environmental remediation hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date“Required Remediation”). Borrower shall, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all shall cause the applicable Master Tenant to, complete the Required Repairs Remediation on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on Schedule 7.2.1; provided, however, that Lender shall not unreasonably withhold, condition or delay its consent to any extension of any such SCHEDULE III heretorequired deadline, if any (less provided that Borrower or the amount allocated applicable Master Tenant has been and is diligently pursuing completion of such Required Remediation. Subject to the performance of Required Repairs for which evidence of completion has been delivered to Lender)immediately preceding sentence, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It it shall be an Event of Default under this Agreement if Borrower does not either (i) not, or does not deposit with Lender cause the applicable Master Tenant to, complete in all material respects the Required Repair Fund Remediation by the required deadline for each identified remediation as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Dateon Schedule 7.2. 1. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all Required Repair Remediation Funds from the Required Repair Remediation Account and Lender may apply such funds either to completion of the Required Repairs at the Property Remediation or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's Xxxxxx’s right to withdraw and apply Required Repair Remediation Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, $0.00 shall be deposited into the Required Remediation Account. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Remediation Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Remediation Account.” For the avoidance of doubt, if the amount specified in this Section 7.2.1 is $0.00, then no reserves or guaranty in respect of Required Remediation shall be required and the Required Remediation Account shall not be maintained.

Deposits. Borrower shall perform perform, or cause to be performed, the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III heretoSchedule II, if any (less the amount allocated to the performance each as extended as a result of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing DateForce Majeure. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's Lxxxxx’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents; provided, however, any unapplied portions of the Required Repair Funds after the cessation of such Event of Default shall promptly be returned by Lender to Borrower or into the Required Repair Account, as the case may be. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.6 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.” Anything contained herein to the contrary notwithstanding, with respect to any Required Repairs that a Tenant is obligated to perform pursuant to its Lease, Borrower’s obligation under this Section 7.1 shall be limited to using commercially reasonable efforts to cause such Tenant to perform the applicable Required Repair, and the failure to make the Required Repairs shall not, on its own, result in an Event of Default.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule II, or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule II, or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”. The Required Repair Fund shall be held by Lender in an interest bearing account, which interest shall be included with amounts on deposit in the Required Repair Fund and held for the benefit of Borrower.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred The parties acknowledge that prior to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date of this Agreement the Depositor may have been required to submit an application fee (the “Application Fee”). The Application Fee is to compensate the Company for its costs in reviewing the application of the Depositor. The Company has determined that is six the total estimated cost for the Extension described herein to be (6Insert Total Estimated Cost of Extension) months from (the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall “Initial Total Estimated Cost”). The Depositor hereby agrees to deposit with Lender the amount for Company the Property set forth on such SCHEDULE III heretoInitial Total Estimated Cost of the Extension, if any (less provided, however, that the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, LenderCompany, at its optionsole discretion, may withdraw all Required Repair Funds from waive the Required Repair Account and Lender may apply such funds either to completion requirement for a deposit of the Required Repairs at full Initial Total Estimated Cost and may instead elect to receive a partial deposit, in the Property or toward payment sole discretion of the Debt Company (such deposit, the “Initial Deposit”). After the Initial Total Estimated Cost or, in such orderthe sole discretion of the Company, proportion the Initial Deposit has been made, the project will be sent out for bid. After bid, the Company will provide a revised estimate of the total cost of the Extension (the “Revised Total Estimated Cost”). The Revised Total Estimated cost may be higher or lower than the Initial Total Estimated Cost. Upon receipt of a notice of the Revised Total Estimated Cost, the Depositor needs to deposit the Revised Total Estimated Cost with the Company. Work on the Extension will not progress further until the entire Revised Total Estimated Cost has been deposited with the Company. The Revised Total Estimated Cost is still an estimate and priority as Lender the cost of the Extension may determine in its sole discretionchange at any time during the construction of the Extension. Lender's If, at any time, including during the installation and construction phase of the Extension, the Company’s estimated cost of the Extension exceeds the deposits received by the Company, the Company will request additional deposits to cover the estimated increased cost. The Company reserves the right to withdraw suspend any and apply Required Repair Funds shall all activities on the Extension if a deposit has not been received by the Company on the date required for such deposit to be in addition made. The Depositor agrees to all other rights and remedies provided to Lender under this Agreement and hold the other Loan DocumentsCompany harmless from any damages that might result from such suspension of activities.

Deposits. On the Closing Date, Borrower shall deposit with Lender the amount for each Individual Property set forth on such Schedule V hereto to perform the Required Repairs for such Individual Property, which amount shall equal $2,886,577.70 in aggregate. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule V hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIRequired Repairs). If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender use commercially reasonable efforts to complete in an expeditious manner the amount for Required Repairs. If, in the Property set forth on such SCHEDULE III heretoreasonable judgment of the Lender, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform a) Borrower is not completing the Required Repairs for at each Individual Property in an expeditious manner (giving due consideration to the Property. Amounts so deposited obligation of Borrower to obtain the approval of Bank of America, N.A. under the BofA Lease with Lenderrespect to such Required Repairs, if anyapplicable), shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if or (b) Borrower does not either (i) does not deposit with Lender satisfy each condition contained in Section 16.1.2 hereof, then Lender, at its option, may withdraw all amounts in the Required Repair Fund as set forth above, or (ii) complete and apply such funds to completion of the Required Repairs at the Property within nine (9) months from the Closing DateProperty. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from amounts in the Required Repair Account Fund and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt Indebtedness in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply amounts in the Required Repair Funds Fund shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. Amounts so deposited and the account in which such amounts are held shall hereinafter be referred to as Borrower’s Required Repair Fund.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"a) within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower The Escrow Agent shall deposit with Lender the amount for Proceeds in the Property set forth Escrow Account on such SCHEDULE III heretothe terms and conditions of this Agreement. (b) Except as provided herein, if any (less the amount allocated to Escrow Agent is not authorized absent the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" Company’s and the account, if any, in which such amounts are held shall hereinafter be referred Underwriter’s express written consent to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default accept instructions under this Agreement from anyone other than both the Company and the Underwriter. (c) The Company and/or its designees shall, in connection with all Proceeds received under the Offering, instruct each Subscriber to remit the purchase price in the form of checks or wire transfers payable to the Escrow Agent. Checks must list the name of the Subscriber and the Subscriber’s address and telephone number on its face. Checks must be certified if Borrower does not either remitted during the last five business days of the offering period. Wire transfers shall be made in Federal Funds transferred as follows: Wire transfers must be accompanied by the name of the Subscriber and the Subscriber’s address and telephone number. The Escrow Agent shall deposit promptly into the Escrow Account all of the Proceeds received in accordance herewith. (d) The Escrow Agent shall furnish to the Company and the Underwriter at least once a day the following information: (i) does not deposit with Lender a copy of the Required Repair Fund as set forth above, or subscription agreements and checks of all Subscribers who have tendered funds; (ii) complete the Required Repairs at proceeds that the Property within nine Escrow Agent has received from each Subscriber, and (9iii) months how much of the proceeds are held in good funds. (e) The Escrow Agent shall notify the Company and the Underwriter of any checks which are received by the Escrow Agent that are made payable to a party other than the Escrow Agent or do not otherwise meet the requirements set forth in Section 3(c) above so that they may contact the Subscriber and take appropriate corrective action. If the Escrow Agent does not receive instructions from the Closing DateCompany or the Underwriter respecting the disposition of said check prior to the close of business on the fifth business day after notifying the Company and the Underwriter of receipt of said check, then the Escrow Agent shall return the funds to the prospective Subscriber. (f) The Escrow Agent shall notify the Company and the Underwriter in the event that the Escrow Agent receives a wire transfer that does not comport with the requirements set forth in Section 3(c) above. Upon If the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds Escrow Agent does not receive instructions from the Required Repair Account and Lender may apply such funds either Company or the Underwriter respecting the disposition of said wire prior to completion the close of business on the Required Repairs at fifth business day after notifying the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement Company and the other Loan DocumentsUnderwriter of receipt of said wire, then the Escrow Agent shall return the funds to the prospective Subscriber.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, . Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR 56 FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall, or shall cause the applicable Master Tenant to, perform the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE III Schedule 7.1.1 hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date“Required Repairs”). Borrower shall, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all shall cause the applicable Master Tenant to, complete the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on Schedule 7.1.1; provided, however, that Lender shall not unreasonably withhold, condition or delay its consent to any extension of any such SCHEDULE III heretorequired deadline, if any (less provided that Borrower or the amount allocated applicable Master Tenant has been and is diligently pursuing completing of such Required Repair. Subject to the performance of Required Repairs for which evidence of completion has been delivered to Lender)immediately preceding sentence, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It it shall be an Event of Default under this Agreement if Borrower does not either (i) not, or does not deposit with Lender cause the Required Repair Fund as set forth aboveapplicable Master Tenant to, or (ii) complete the Required Repairs at by the Property within nine (9) months required deadline set forth on Schedule 7.1.1. Upon request from Lender after the Closing Dateexpiration of such deadline, as the same may be extended, Borrower shall deliver to Lender an Officer’s Certificate confirming that the Required Repairs have been completed and that all associated expenses have been paid. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all the Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's Xxxxxx’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, $0.00 shall be deposited into the Required Repair Account. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.” For the avoidance of doubt, if the amount specified in this Section 7.1.1 is $0.00, then no reserves or guaranty in respect of Required Repairs shall be required and the Required Repair Account shall not be maintained.

Deposits. Borrower Each Subscription Payment received by the Company from a subscriber shall perform be forwarded to the repairs at Escrow Agent along with a copy of the PropertySubscriber's Subscription Agreement containing the name, if anyaddress, as more particularly set forth on SCHEDULE III hereto (social security number and telephone number of such repairs hereinafter referred subscriber, the number of shares being purchased and the purchase price being paid for the same. If the Subscription Payment is in the form of a check, it shall be enclosed with the Subscription Agreement. If the Subscription Payment is to be made by wire transfer, the Subscription Agreement shall also state the name, address and telephone number of the financial institution that will be wiring such Subscription Payment. Each Subscription Payment received by the Escrow Agent from the Subscribers or the Company will be deposited and held in accordance with Section 6(a) below. Such account will be held in the name of Village Financial Corporation in an account which shall be known as "REQUIRED REPAIRSVillage Financial Corporation Stock Purchase Account" (the ") within six (6) months from Escrow"). It is understood that all checks received by Escrow Agent are subject to clearance time and the Closing Datefunds represented thereby cannot be drawn upon or invested until such time as the same constitute good and collected funds. It is additionally understood that should any checks be returned to the Escrow Agent as uncollectible, or returned because of insufficient funds, the Escrow Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such earlier time as specified on SCHEDULE IIIuncollected checks to the Company. If Borrower The Escrow Agent shall redeposit such check(s) for collection only upon the verbal instruction of the Company; however, in no instance shall the check(s) be presented for collection more than two (2) times. Should the check(s) be uncollectible after the second presentation, the Escrow Agent, shall promptly notify the Company and hold said check(s) until the subscriber has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before replaced the date that is six (6) months from the Closing Date, same with a cashier's check or such earlier other form of draft that the Company and Escrow Agent approve, at which time the Escrow Agent shall as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated soon as practicable return said uncollectible check(s) to the performance of Required Repairs for which evidence of completion has been delivered subscriber. In the event the subscriber does not replace said check(s) with a cashier's check or such other form or draft acceptable to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" Escrow Agent and the accountCompany, if any, in which the Escrow Agent shall as soon as practicable return the same to such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentssubscriber.

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule II, or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof with respect to each Required Repair in a timely manner. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.6 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower SFB is not responsible for deposits until they are actually received and verified by SFB and SFB issues a receipt. SFB's counts of money deposited shall perform be conclusive. All deposits, including checks and electronic deposits, are received and credited by SFB provisionally and subject to final payment. SFB reserves the repairs at right to reverse all credits and to make corrections and adjustments to your account, including corrections and adjustments for errors that are reflected on deposit tickets or receipts. SFB reserves the Propertyright to refuse to accept particular deposits, including items with unclear endorsements. If you do not endorse a deposited item, SFB may supply your endorsement, but SFB is not required to do so, SFB may require your specific endorsement. You agree to reimburse SFB for any loss or expense SFB incurs because you fail to endorse an item exactly as drawn. SFB acts only as your agent in receiving and handling items for deposit or collection and are not responsible for actions of other banks or for the loss or destruction of items in transit. SFB may select the methods used for collection of items, including the use of other banks and clearinghouses, and SFB may agree to vary collection policies, procedures and deadlines with such other banks and clearinghouses. SFB may also convert the checks that you deposit into substitute checks or otherwise collect them electronically. SFB may charge back to your account the amount of any item which is returned unpaid or which is not paid within a reasonable time, or any electronic deposit for which SFB did not receive settlement within a reasonable period of time. You waive notice of dishonor, nonpayment or protest of any such item or deposit and authorize SFB to attempt to reclear the item if anySFB wishes, but SFB is not required to do so. You agree to assume responsibility for any loss resulting from endorsing or otherwise marking the back of any deposited item outside of the designated payee endorsement area. SFB is not responsible for delayed or inaccurate chargebacks to your account if your endorsement on a deposited item does not enable SFB to clearly identify the account into which it was deposited. You may not deposit “substitute checks” (as more particularly defined by the federal Check Clearing for the 21st Century Act) unless SFB has otherwise agreed in writing. If a check you deposit is returned to SFB and you request it to be returned to you, SFB may return it to you in the form of a substitute check or a paper or electronic representation of the check. If items are lost in our possession, you agree to use reasonable efforts to obtain replacements. If you deposit an item drawn on a non‐US bank or payable in foreign currency, and SFB agrees to collect it, SFB may convert the item to US Dollars using our exchange in effect on the date SFB selects and may charge your account for the amount of any third‐party fees SFB is required to pay in connection with such item. You understand that SFB may credit incoming funds transfers based solely on the account number provided to SFB, regardless of whether that number matches the other information provided with the transfer. SFB is authorized, but not obligated, to accept deposits into your account(s) regardless of who SFB receives such deposits from, regardless of who they are made payable to, and regardless of whether they are endorsed on your behalf. SFB is required to make certain warranties and have certain indemnity and other responsibilities to third parties with respect to deposits made to your account. Claims may be made against SFB by third parties arising out of handling your deposits. Such Warranty Claims include claims that are made after the drawer's midnight deadline, and asserted by electronic, paper or other means. If SFB receives notice of a Warranty Claim, SFB may place a hold on your account for the amount of the claims. If you request SFB to, or if SFB is otherwise required to, dispute or defend against any Warranty Claim, and if SFB agrees to do so, you are responsible for reimbursing our costs and expenses, including reasonable attorneys' fees. SFB may deduct from your account the amount of any Warranty Claim that SFB pays in good faith. SFB may exercise the rights set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Datein this paragraph, or such earlier time as specified on SCHEDULE IIIeven if doing so may create an overdraft in your account. If Borrower has sufficient funds are not delivered available in your account, you agree to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender reimburse SFB for the amount of such claims. Our rights of deduction and reimbursement are absolute and unconditional, shall survive any termination of our relationship with you, and shall not, for any reason whatsoever, be subject to any reduction, setoff, defense, counterclaim, deferment or right of recoupment. SFB is not required to give you notice prior to exercising our rights under this section. These rights apply to among other things, direct deposit of government benefits, wire transfers into your account, other direct deposits coming from third parties, deposits made after your death, and deposits that are claimed to have been altered, improperly endorsed, miscoded or otherwise in violation of applicable warranties under the Uniform Commercial Code. Your estate, serviving owner or POD is responsible for this claim if you are deceased. If SFB is required to reimburse the government or any other third party for the Property set forth on such SCHEDULE III hereto, if amount of any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so benefit payments deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the into your account, if anyyou agree that SFB may, in which such amounts are held shall hereinafter be referred without prior notice to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit you, deduct that amount from your account or from any other account you have with Lender SFB, unless the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsdeduction is prohibited by law.

Deposits. Borrower shall perform or cause to be performed the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule IV hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete or cause to be completed the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule IV. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at by the required deadline for each repair as set forth on Schedule IV, provided, that if Borrower shall have been unable to complete a Required Repair by the required deadline, after using commercially reasonable efforts to do so, as a result of Force Majeure or a Casualty or Condemnation and provided that the failure to complete such Required Repair does not (i) involve imminent issues relating to protection of human health and safety, (ii) does not endanger any tenant, patron or other occupant of the Property within nine or the general public and (9iii) months from does not materially and adversely affect the Closing Datevalue of the Property or result in a default by Borrower or any other Loan Party under the Franchise Agreement or Management Agreement, the required deadline shall be automatically extended solely as to such Required Repair to permit Borrower to complete such Required Repair so long as Borrower is at all times thereafter diligently and expeditiously proceeding to complete the same (provided that such additional period shall not exceed ninety (90) days in respect of any Required Repair). Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, but without any obligation to do so, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either complete (or cause to completion of be completed) the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretionProperty. Lender's ’s right to withdraw and apply complete (or cause to be completed) the Required Repair Funds Repairs shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower (a) The Tenant hereby deposits with the Owner $ as a security deposit for application against accrued rent and any damages by reason of the Tenant’s non-compliance with the Landlord-Tenant Act of Kansas or with this agreement. The Owner may retain such portion of the deposit as is necessary to make it whole for any loss caused by the Tenant for damage or clean up expenses or for inability to re-lease the premises. In addition, the Tenant shall perform forfeit the repairs entire deposit if the Tenant attempts at any time during or after this Agreement, to apply the deposit as rent. Such forfeiture shall not preclude an independent action against the Tenant for damages as described hereinabove. The Tenant agrees and understands that the security deposit is not prepayment of rent, does not constitute a trust fund, may be deposited in any bank or depository selected by the Owner, may be commingled with the Owner’s funds and the Owner shall be under no obligation to pay or account to the Tenant for any interest, earnings, or increments accruing to the Owner from the use of any such security deposit. (b) The return of your security deposit is subject to the terms of this rental agreement and the following: The premises have been thoroughly cleaned and tenant agrees to restore the premises to such condition at the Propertytermination of occupancy, ordinary wear and tear excepted. Such cleaning includes stove and oven, dishwasher, refrigerator (if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lenderowned by tenant), bathtub, shower, sinks, and toilet. Carpet to perform be professionally cleaned. Wash all woodwork, cabinets and drawers, wash bathroom and kitchen wall and fixtures, wash all windows, inside and out including basement windows. Scrub out basement, wash off water heater, dust off furnace and leave pipes free of dust and wash cabinets, and dispose of trash. Clean all uncovered floors. The tenant will reimburse landlord for replacement of any water stained drapes. (c) Tenant agrees to keep no pets or animals of any kind whatsoever upon the Required Repairs for rented premises without the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event prior express written consent of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan DocumentsOwner.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six nine (69) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six nine (69) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing DateDate (or such longer time as Borrower and Lender may mutually agree to), or such earlier time as specified on SCHEDULE III, provided that the estimated cost to complete the Required Repairs is less than One Hundred Thousand and 00/100 Dollars ($100,000.00) in the aggregate. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIIII or if the estimated cost to complete the Required Repairs is equal to or greater than One Hundred Thousand and 00/100 Dollars ($100,000.00), Borrower shall deposit with Lender one hundred twenty five percent (125%) of the amount for the Property set forth on estimated cost to complete such SCHEDULE III heretorepairs as determined by Lender's structural consultant, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower Upon execution of this Lease and as a condition to Landlord’s obligations hereunder, Tenant shall perform deposit with Landlord the repairs at the Property, if any, sum as more particularly set forth on SCHEDULE III hereto page one (such repairs hereinafter referred 1), which sum shall be retained by Landlord as security for the payment by Tenant of the rents and other sums herein agreed to as "REQUIRED REPAIRS") within six (6) months from be paid by Tenant and for the Closing Date, or such earlier time as specified on SCHEDULE IIIfaithful performance by Tenant of the terms and covenants of this Lease. If Borrower has not delivered Tenant fails to Lender evidence reasonably satisfactory pay the Security Deposit, Landlord shall have the right to Lender terminate this Lease and regain possession dismissed premises. It is agreed that it has completed Landlord, at Landlord's sole option, may at any time apply said sum or any part there afterward the payment of the rent and all Required Repairs on or before the date that is six (6) months from the Closing Dateother sums payable by Tenant under this Lease, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to and toward the performance of Required Repairs each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only to the extent that Landlord applies such sum and Tenant shall remain liable for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, any amounts that such sum shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred insufficient to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, pay; that Landlord may exhaust any or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord to do so; that, in the event this deposit shall not be utilized for any such purposes, then such deposit shall be returned to Tenant, without interest, within twenty (20) days after the expiration of this Lease, provided that Tenant shall have vacated the Demised Premises leaving same in the condition that existed at the commencement of this Lease, reasonable wear and tear excepted. The security deposit may be commingled with Landlord's funds without accounting therefore to Lender under this Agreement Tenant. In the event of a sale of the building containing the Demised Premises (the "Building"), or lease of the land on which it stands, Landlord shall have the right to transfer the deposit to the new Landlord, and the other Loan Documents.new Landlord shall be responsible to the Tenant for the security deposit and its return, and the old Landlord shall, upon such transfer, be relieved by Tenant from all liability for the return of such security deposit. Landlord Initials Tenant Initials

Deposits. Borrower Grantor shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six nine (69) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower Grantor has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six nine (69) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower Grantor shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as BorrowerGrantor's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as BorrowerGrantor's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower Grantor does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine twelve (912) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its Us sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRSRequired Repairs") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule II (9subject to force majeure delays), and (ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt as set forth in such order, proportion and priority as Lender may determine in its sole discretionSection 2.3.2. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in an interest bearing account. Amounts so deposited shall hereinafter be referred to as Borrower's "Required Repair Fund" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "Required Repair Account".

Deposits. Borrower shall perform the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE III hereto Schedule XVIII hereof (such repairs hereinafter hereainafter referred to as "REQUIRED REPAIRS"the “Required Repairs”) within six (6) months from and shall use commercially reasonable efforts to complete each of the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the deadline set forth on Schedule XVIII hereof; provided, however, if such repairs do not involve issues relating to relating to the protection of human health and safety, then the outside date for such Required Repairs shall be one (1) year of the date hereof (collectively, the “Required Repairs Deadline”). If Borrower shall have been unable to complete a Required Repair by the Required Repairs Deadline, after using commercially reasonable good faith efforts to do so and provided that the failure to complete such Required Repair does not endanger any tenant, patron or other occupant of the applicable Individual Property or the general public, does not materially and adversely affect the value of the Property and is six not required to remedy any failed inspections by any Franchisor of the Properties, the Required Repair Deadline shall be automatically extended solely as to such Required Repair to permit Borrower to complete such Required Repair so long as Borrower is at all times thereafter diligently and expeditiously proceeding to complete the same (6provided that such additional period shall not exceed ninety (90) months from the Closing Date, or such earlier time as specified on SCHEDULE III, days in respect of any Required Repair). Borrower shall deposit with Lender on the Closing Date an amount for equal to $736,639.40 (the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of “Required Repairs for which evidence of completion has been delivered to Lender), Reserve Funds”) to perform the Required Repairs for the PropertyRepairs. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, The account in which such amounts the Required Repairs Reserve Funds are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repairs Reserve Account”. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not Any Required Repairs Reserve Funds remaining on deposit with Lender the Required Repair Fund as set forth above, or (ii) complete in the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence Reserve Account upon completion of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be deposited into the Replacement Reserve Fund and applied pursuant to Section 7.3 hereof. In the event an Individual Property is released from the Lien of its related Security Instrument in addition accordance with Section 2.5 hereof, then effective on the Payment Date immediately following such Release, any amounts on deposit in the Required Repairs Reserve Account relating to all Required Repairs with respect to such Individual Property shall be applied to other rights and remedies provided Required Repairs. In the event Borrower requests any modification to Lender under this Agreement and the other Loan DocumentsSchedule XVIII, such modification shall be subject to Lender’s approval not to be unreasonably withheld.

Deposits. Borrower All deposits made hereunder shall perform be held in escrow by Nuttxx, XxClxxxxx & Xish, LLP, attorneys for the repairs Seller, subject to the terms of this Agreement and shall be duly accounted for at the Propertytime for the performance of this Agreement. Nuttxx, if anyXxClxxxxx & Xish, LLP, attorneys for Seller, shall hold all deposits in an interest bearing FDIC insured account. The duties of the Escrow Agent are determined solely by this Agreement and are purely ministerial in nature. If any dispute arises between the parties as to whether or not the Escrow Agent is obligated to deliver the deposits (or any interest on the deposits), the Escrow Agent is not obligated to make any delivery, but may hold the funds until receipt of a written authorization signed by all persons having an interest in the dispute, directing the disposition of the funds. In the absence of a written authorization, the Escrow Agent may hold the funds until the rights of the parties have been finally determined in an appropriate proceeding. Moreover, the Escrow Agent may bring an appropriate proceeding for leave to deposit the funds pending a determination of the rights of the parties. If threatened with litigation, the Escrow Agent may interplead all interested parties in an appropriate action and may deposit the funds with the clerk of the court; thereupon the Escrow Agent will have no further liability under this Agreement. The Escrow Agent may retain counsel or act as its own counsel in any action under this Agreement. The Seller and the Purchaser shall reimburse the Escrow Agent for all costs and expenses incurred by it in connection with any court proceeding under this Agreement, including reasonable attorney's fees and disbursements. The Escrow Agent may retain out of the funds it holds under this Agreement an amount sufficient to pay these costs and expenses. The Escrow Agent is not liable for any mistake of fact or error of judgment, or for any acts or omissions, unless caused by its willful misconduct. The parties to this Agreement each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in performance of its obligations under this Agreement. The Escrow Agent is entitled to rely on any documents or signature believed by it to be genuine and may assume that any person purporting to give any writing or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing or instruction is given. The undersigned jointly and severally indemnify and protect the Escrow Agent from and hold it harmless against any loss, liability, or expense incurred without willful misconduct on the part of the Escrow Agent, arising out of its duties under this Agreement, as more particularly set forth well as the costs and expenses of defending against any claim or liability arising under this Agreement. The Escrow Agent shall pay all interest on SCHEDULE III hereto (such repairs hereinafter referred the Deposit to as "REQUIRED REPAIRS") within six (6) months from the Closing DatePurchaser at the Closing, or such earlier time as specified provided however, that interest shall be paid to the Seller upon delivery of the Deposit to the Seller on SCHEDULE IIIaccount of the Purchaser's breach. If Borrower has not delivered the Purchaser is entitled to Lender evidence reasonably satisfactory a refund of the Deposit under the terms of this Agreement, the Escrow Agent shall pay the interest to Lender the Purchaser at the time of the refund. After delivering the funds in accordance with this Agreement, the Escrow Agent will have no further liability under this Agreement. Seller represents that it has completed all Required Repairs Seller is a tax exempt entity under Section 501(c)(3) of the Internal Revenue Code. Purchaser represents that Purchaser's federal tax identification number is ___________. Purchaser agrees to execute and deliver to the Escrow Agent a W-9 form on or before the date that is six (6) months from the Closing Date, or such earlier time certifying as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsfederal tax identification number.

Deposits. Borrower shall perform or cause to be performed the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six (6) months from the Closing Date, or such earlier time as is specified on SCHEDULE IIISchedule II. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed or caused the completion of all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIISchedule II, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III Schedule II hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Repair Fund” and the account, if any, in which such amounts are held hereinafter shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine twelve (912) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before (a) if such repairs involve issues relating to relating to the protection of the health and safety of any tenant, patron or other occupant of the Property, as soon as commercially practicable not to exceed ninety (90) days from the date that is six hereof or (6b) months from the Closing Date, or if such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated repairs do not involve issues relating to relating to the performance protection of human health and safety, then within one (1) year of the date hereof (collectively, the “Required Repairs for which evidence of completion has been delivered to LenderDeadline”), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine on or before the Required Repairs Deadline, or (9b) months from Borrower does not satisfy each condition contained in Section 7.1.2 hereof; provided, however, if Borrower shall have been unable to complete a Required Repair by the Closing DateRequired Repair Deadline, after using commercially reasonable efforts to do so and provided that the failure to complete such Required Repair does not endanger any tenant, patron or other occupant of the Property or the general public and does not materially and adversely affect the value of the Property, the Required Repair Deadline shall be automatically extended solely as to such Required Repair to permit Borrower to complete such Required Repair so long as Borrower is at all times thereafter diligently and expeditiously proceeding to complete the same (provided that such additional period shall not exceed ninety (90) days in respect of any Required Repair). Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender an amount equal to One Hundred Thirty-One Thousand Two Hundred Fifty and No/100 Dollars ($131,250.00) to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule II, or (9b) months from Borrower does not satisfy each condition contained in Section 7.1.2 hereof, or (c) Borrower misdirects, misuses, misappropriates, or otherwise mishandles and Reserve Funds allocated for the Closing DateProperty or any contractor in any way. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt or expenses related to Event of Default in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender an amount equal to $288,000 to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.9 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform Tenant has deposited with Landlord the repairs at the Property, if any, as more particularly amount set forth on SCHEDULE III hereto (such repairs hereinafter referred in Section 1.14 to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or credited toward payment of the Debt Basic Rent for the initial month of the Lease term with any balance to be credited toward payment of the Basic Rent for the following month(s) of the Lease term in the absence of a default by Tenant. If Tenant defaults, Landlord may apply the deposits set forth in Sections 1.13 and 1.14 to payment of any default. If Landlord sells or otherwise transfers the Property, Landlord may transfer the deposit(s) to the purchaser and Tenant shall look solely to such order, proportion purchaser for return of the deposit(s) and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds Landlord shall be in addition to released from all other rights liability and remedies provided to Lender obligations under this Agreement Lease arising out of any act, occurrence or omission relating to the Premises or this Lease occurring after such sale or transfer. Landlord may commingle all deposits with other funds of Landlord; provided, however, Landlord shall not commingle the deposit set forth in Section 1.13 ("Security Deposit") with other funds of Landlord. Landlord shall notify Tenant of the separate account where the Security Deposit is kept. All interest accrued on the Security Deposit shall be the sole property of Landlord. Landlord shall refund to Tenant any unapplied portion of the Security Deposit, without interest, within thirty (30) days after termination of this Lease for any reason other than Tenant's default. In the event of termination of this Lease due to Tenant's default, Landlord shall refund to Tenant any unapplied portion of the Security Deposit, without interest, within thirty (30) days after a final determination as to the amount due Landlord, or other remedy to which Landlord is entitled as a result of Tenant's default, and payment to Landlord of the full amount due and fulfillment of any other Loan Documentsremedy to which Landlord is entitled. So long as Tenant is not then in default beyond expiration of any applicable cure period, Landlord shall apply any unapplied portion of the Security Deposit, without interest, towards payment of the Basic Rent due for the first, thirteenth, fourteenth, twenty-fifth, twenty-sixth and seventy-fourth months of this Lease (exclusive of any partial month at the beginning of the Lease term). Landlord shall not withdraw any portion of the Security Deposit from the Security Deposit account except under the following circumstances: (i) for the payment of Basic Rent when due for the first, thirteenth, fourteenth, twenty-fifth, twenty-sixth and seventy-fourth months of this Lease; (ii) to cure a default of Tenant which has continued beyond expiration of any applicable cure period, and (iii) interest may be withdrawn at any time. The Security Deposit shall be paid to Landlord in cash in full no later than the next business day after execution of this Lease by both Landlord and Tenant. If the Security Deposit is not timely paid, this Lease may be terminated immediately upon delivery of notice of termination by Landlord to Tenant.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right 62 to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform Lessee has deposited with Lessor a security deposit in the repairs at the Property, if anysum of five thousand two hundred fifty-eight dollars and no/100 DOLLARS ($5,258.00) receipt of which is hereby acknowledged, as more particularly set forth security for the full performance by Lessee of all of the provisions of this Lease. Should Lessee comply with all of the terms, covenants, and conditions of this Lease by said Lessee to be performed, and promptly pay all rent provided for herein and all other sums payable by Lessee to Lessor hereunder, then the said security deposit shall be returned in full to Lessee upon expiration of this Lease, after surrender to Lessor of the Lease Premises and after prompt inspection by Lessor whereby Lessor has determined that the Leased Premises are in as good condition as on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from of the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender commencement of the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as Lease Term set forth above, excepting only ordinary wear and tear. Lessee's interest in said security deposit is not assignable by Lessee. Lessor may at its option apply said security deposit, or (ii) complete so much thereof as may reasonably be necessary, to remedy defaults by Lessee in payment of rent, to repair damages to the Required Repairs at Leased Premises or the Property within nine (9) months Building caused by Lessee, to claim the Leased Premises upon termination of the Lease, or to compensate Lessor for any loss or damage sustained or suffered by Lessor due to any breach of this Lease by Lessee. In the event that said sum or any portion thereof is so applied by Lessor, Lessee shall, upon written demand of Lessor, immediately remit to Lessor an amount sufficient to restore said deposit to the original sum. The exercise of the options given Lessor under this section shall in no way affect any other remedy available to Lessor. Following the termination of this Lease, any remaining portion of said security deposit shall be returned to Lessee. Lessor shall not be required to keep this security deposit separate from its general funds. Lessor's obligation with respect to the Closing Datesecurity deposit is that of a debtor, not a trustee, and the security deposit may be commingled or dissipated or both, and in any event no interest shall accrue thereon. Upon Should the occurrence interest of Lessor in the Leased Premises be sold, Lessor may deliver funds deposited by Lessee to the purchaser of such an Event of Defaultinterest, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds thereupon Lessor shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsdischarged from any further liability concerning such deposits.

Deposits. Borrower shall use reasonable and diligent efforts to perform or cause to be performed the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all “Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to LenderRepairs”), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine determines in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Initial Closing Date, Borrower deposited with Lender the amount for each Individual Property set forth on such Schedule III hereto, for deposit by Lender into the Required Repair Account (hereinafter defined). Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”. Upon completion of all of the Required Repairs to Lender’s reasonable satisfaction, the balance, if any, of the Required Repair Funds shall be promptly remitted to Borrower, provided there is then no uncured Event of Default.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. , Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the its Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, . each Borrower shall deposit with Lender the amount for the its Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if anyProperties, as more particularly set forth in each of the Physical Condition Reports, on SCHEDULE III hereto Appendix A therein (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from after the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at each Individual Property by the Property within nine required deadline for each such repair, or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof in all material respects. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for each Individual Property set forth on such Schedule III hereto to perform the Required Repairs for such Individual Property multiplied by one hundred twenty-five percent (125%). Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT."

Deposits. Borrower Grantor shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six nine (69) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower Grantor has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six nine (69) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower Grantor shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as BorrowerGrantor's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as BorrowerGrantor's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower Grantor does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine twelve (912) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform In order to protect more fully the repairs at the Propertysecurity afforded hereby, if anyrequested at any time in writing by 20 Mortgagee, as more particularly set forth on SCHEDULE III hereto Mortgagor will pay to Mortgagee monthly, together with, and in addition to the periodic installments of interest and/or principal payable under the Note, until the indebtedness at any time secured by this Mortgage shall have been fully paid, a sum determined by Mortgagee to be required to amortize any installment of insurance premiums (such repairs hereinafter referred except to as "REQUIRED REPAIRS"the extent payable by tenants), real estate taxes, assessments and water or other charges (except to the extent being paid directly by a tenant who is not in default) within six one (61) months from month prior to the Closing Date, date such payment or such earlier time as specified on SCHEDULE IIIinstallment is payable without interest or penalty. If Borrower Mortgagor has instituted and is diligently prosecuting appropriate administrative or judicial action to contest such taxes and assessments, and in the reasonable opinion of Mortgagee neither the Improvements nor the Land nor any part thereof is in danger of being forfeited or lost by a postponement of payment of such contested charge, then, in lieu of such deposits, Mortgagor may furnish such surety bonds or other assurances as Mortgagee shall reasonably deem sufficient to assure the payment of such taxes, assessments or charges. The amounts so deposited will be held by Mortgagee without interest and provided Mortgagor shall not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to be in default in the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if anyits obligations hereunder, shall be held by Lender in an interest bearing account. Amounts so depositedapplied to payment of the aforementioned charges ("under protest", if anyapplicable and if Mortgagor shall so request) as they become due and payable, to the extent Mortgagee shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and have funds on hand. Upon the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be occurrence of an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth aboveMortgage, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence Mortgagee may apply such portion of such an deposits as shall be necessary to remedy such Event of Default. In the event of the acceleration of the indebtedness secured by this Mortgage, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender Mortgagee may apply such funds either amounts in reduction of any indebtedness secured hereby. Notwithstanding the foregoing provisions of this Section 17, Mortgagee shall not be entitled to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender require deposits under this Agreement Section 17 so long as no Event of Default has occurred and the other Loan Documentsis continuing under this Mortgage.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR 57 FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform (a) Simultaneously with the repairs at the Propertyexecution of this Lease by Tenant, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower Tenant shall deposit with Lender Landlord the sum of [***] Dollars ($[***]), as a deposit towards payment of Monthly Rent for the first (1st) full calendar month. Any good faith deposit made at the time Tenant executed and delivered to Landlord any letter of intent or proposal to Lease shall be applied toward the amount for the Property set forth on such SCHEDULE III heretoof this deposit. Such deposit, if any (less the amount allocated prior to its being applied to the performance payment of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if anyMonthly Rent, shall be held security for the payment and performance by Lender in an interest bearing account. Amounts so depositedTenant of all Tenant's obligations, if anycovenants, conditions and agreements under this Lease, and Landlord shall hereinafter have the right, but shall not be referred obligated, to as Borrower's "REQUIRED REPAIR FUND" and apply all or any portion of the account, if anydeposit to cure any default by Tenant, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It event Tenant shall be obligated to promptly deposit with Landlord the amount necessary to restore the deposit to its original amount In the event Tenant fails to perform its obligations and to take possession of the Demised Premises on the appropriate Commencement Date provided herein, said deposit shall not be deemed liquidated damages and Landlord may apply the deposit to reduce Landlord's damages, and such application of the deposit shall not preclude Landlord from recovering from Tenant all additional damages incurred by Landlord. (b) Simultaneously with the execution of this Lease by Tenant, Tenant shall deliver to Landlord an Event unconditional, irrevocable letter of Default credit in the amount of [***] Dollars ($[***]) (the "Security Deposit") as security for the payment and performance by Tenant of all Tenant's obligations, covenants, conditions and agreements under this Agreement Lease, subject to the following terms and conditions. Such letter of credit shall be (a) hi form and substance satisfactory to Landlord in its sole discretion; (b) at all times in the amount of the Security Deposit (it being agreed that if Borrower does at any time the amount drawable by Landlord under the letter of credit is less than the amount of the Security Deposit, whether as a result of a draw by Landlord or otherwise, then Tenant shall, within one (1) business day thereafter, cause the amount drawable under the letter of credit to be increased to the amount of the Security Deposit); (c) issued by a commercial bank reasonably acceptable to Landlord from time to time and located in the Baltimore/Annapolis metropolitan area, (d) made payable to, and expressly transferable and assignable at no charge by, the owner from time to time of the Building or its mortgagees (which transfer/assignment shall be conditioned only upon the execution by such owner of a written document hi connection with such transfer/assignment); (e) payable at sight upon presentment to a local branch of the issuer of Landlord's sight draft drawn on the issuer and accompanied by a notarized certificate stating that Landlord is entitled to draw the amount sought; (f) of a term not either less than one year; and (ig) does at least thirty (30) days prior to the then-current expiration date of such letter of credit, renewed (or automatically and unconditionally extended) from time to time through the sixtieth (60th) day after the expiration of the Lease Term. If Landlord transfers the Security Deposit to any transferee of the Building or Landlord's interest therein, then such transferee shall be liable for the return of the Security Deposit, and Landlord shall be released from all liability for the return thereof. Notwithstanding the foregoing, Tenant hereby agrees not deposit to look to Landlord's mortgagees, as mortgagee, mortgagee in possession, or successor in title to the property, for accountability for any Security Deposit required by Landlord hereunder, unless said sums have actually been received by said mortgagees as security for Tenant's performance of this Lease. If Tenant fails to timely comply with Lender the Required Repair Fund requirements of subsection (g) above, then Landlord or its mortgagees shall have the right to immediately draw upon the letter of credit without notice to Tenant and/or opportunity to cure. Any amounts drawn under the letter of credit shall be applied by Landlord from time to time to amounts owed in connection with (or arising from) any default (including damages), with any remaining proceeds to be held without interest until the sixtieth (60th) day after the expiration of the Lease as cash collateral to secure the payment and performance by Tenant of all of Tenant's obligations, covenants, conditions and agreements under this Lease. Each letter of credit shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least P-2 (or equivalent) by Moody's Investor Service, Inc., or at least A-2 (or equivalent) by Sxxxxxxx & Poor's Corporation, and shall be otherwise acceptable to Landlord in its sole and absolute discretion. If the issuer's credit rating is reduced below P-2 (or equivalent) by Moody's Investors Service, Inc. or below A-2 (or equivalent) by Stanxxxx & Poor's Corporation, or if the financial condition of such issuer changes in any other materially adverse way, then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant's failure to obtain such substitute letter of credit within thirty (30) days following Landlord's written ---------- *** Portions of this page have been omitted pursuant to a Request for Confidential Treatment filed separately with the SEC. demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to (he contrary) shall entitle Landlord or its mortgagees to immediately draw upon the then existing letter of credit in whole or in part, without notice to Tenant and to apply and hold such proceeds in the manner set forth above. In the event the issuer of any letter of credit held by Landlord is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said letter of credit shall be deemed to not meet the requirements of this Section, and, within thirty (ii30) complete days thereof, Tenant shall replace such letter of credit with other collateral acceptable to Landlord in its sole and absolute discretion (and Tenant's failure to do so shall, notwithstanding anything in this Lease to the Required Repairs at contrary, constitute a default under the Property section of this Lease entitled "DEFAULT OF TENANT" for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid thirty (30) day period). Except as otherwise expressly set forth in this Lease, Landlord or its mortgagees shall only draw upon the Letter of Credit upon the occurrence of a default and the expiration of any applicable cure or grace period (or if Landlord is precluded by law from sending any notice necessary to establish that a default has occurred, the failure of Tenant to make any payment of rent within nine five (95) months from business days after the Closing Datesame is due). Upon the occurrence of such an Event a default and the expiration of Defaultany applicable cure or grace period, Lender, at Landlord or its option, may withdraw all Required Repair Funds from mortgagees shall be entitled to draw on the Required Repair Account Letter of Credit in whole or in part and Lender may apply such funds either cash then held as a Security Deposit (including any amounts) drawn on the Letter of Credit) in the amount necessary to completion cure the applicable default. Any failure or refusal of the Required Repairs issuer to honor the letter of credit shall be at Tenant's sole risk and shall not relieve Tenant of its obligations hereunder with respect to the Property Security Deposit. The form Letter of Credit attached hereto as Exhibit F is hereby approved by Landlord. (c) Provided (a) no default then exists and (b) Landlord has not imposed (nor had the right to impose) a late charge pursuant to Section 35 below during the twelve (12) months preceding the applicable Reduction Date (as hereinafter defined) with respect to any installment of Monthly Rent or toward payment Estimated Payments, Tenant shall have the right with respect to each Reduction Date to reduce the Security Deposit by the Security Deposit Reduction Amount set forth below with respect to each Reduction Date. Each reduction of the Debt Security Deposit shall occur by means of delivery by Tenant to Landlord of a substitute letter of credit in such orderreduced amount and in strict conformity with the terms of this Section 5(B), proportion in which event, the previous letter of credit will be returned to Tenant. Alternatively, if the terms of the letter of credit permit reduction of the stated amount thereof upon delivery by Landlord to the issuer of the letter of credit of notice of reduction, then, in such case, the reduction of the Security Deposit shall occur by Landlord's delivery to the issuer of a letter of credit a notice of reduction complying in all respects with the letter of credit (which Landlord agrees to do promptly upon Tenant meeting the requirements set forth in clauses (a) and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents(b) above).

Deposits. Borrower shall perform (or cause to be performed) the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date“Required Repairs”), or such earlier time as specified on SCHEDULE III. If Borrower has not delivered and shall provide to Lender photographic evidence reasonably satisfactory to Lender and an Officer’s Certificate certifying that it has completed all the Required Repairs have been completed on or before the date required deadline for each repair as set forth on Schedule III. Notwithstanding the foregoing, with respect to the Kohl’s Property only, to the extent that is six (6) months from Kohl’s remains responsible under the Closing DateKohl’s Lease for such Required Repairs, or Borrower shall be required to use commercially reasonable efforts to cause Kohl’s to complete such earlier time as specified on SCHEDULE IIIRequired Repairs. In connection with the Required Repairs at the Whispering Ridge Property and Lake City Commons Property, Borrower shall deposit with Lender on the date hereof $28,063, which is the total amount for the Whispering Ridge Property and Lake City Commons Property set forth on such SCHEDULE Schedule III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Propertybe held by Lender in accordance with Section 7.6 hereof. Amounts so deposited with Lender, if any, Lender shall be held by Lender and disbursed in an interest bearing accountaccordance with Section 7.1.2 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Repair Fund” and the account, if any, account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. It shall be an Event If Borrower has not delivered to Lender photographic evidence and the required Officer’s Certificate that it has completed or caused the completion of Default under this Agreement if Borrower does not either (i) does not deposit with Lender all Required Repairs on or before the date that is specified on Schedule III, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Fund as set forth above, or (ii) complete Account and apply such funds to completion of the Required Repairs at one or more of the Property within nine (9) months from the Closing DateProperties. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform perform, or shall cause Mortgage Borrower to perform, the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II attached hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date“Required Repairs”). Borrower shall complete, or such earlier time as specified on SCHEDULE III. If shall cause Mortgage Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all complete, the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III Schedule II hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment reduction of the Debt Outstanding Principal Balance in such order, proportion and priority as Lender may determine in its sole discretiondiscretion until the Debt is paid in full, with any amounts remaining being disbursed to Borrower. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount set forth on such Schedule II hereto to perform the Required Repairs multiplied by one hundred ten percent (110%). Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.8 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from On the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the aggregate amount for the Property Properties set forth on such SCHEDULE III heretoSchedule III-A and Schedule III-B (together, if any (less the amount allocated to Schedule III) as security for the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs (hereinafter defined) for the PropertyProperties. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.6 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Repair Fund” and the account, if any, account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. Lender acknowledges that Albertson’s, under the Albertson’s Lease, is responsible for the Required Repairs with respect to the Properties. Borrower shall use commercially reasonable efforts to cause Albertson’s to perform the repairs at the Properties, as more particularly set forth on Schedule III hereto (such repairs hereinafter referred to as “Required Repairs”) on or before the required deadline for each repair as set forth on Schedule III-A and Schedule III-B, respectively. It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender use commercially reasonable efforts to cause Albertson’s to perform the Required Repair Fund as set forth aboveRepairs listed on Schedule III-B by the required deadline for each repair, or (ii) if Borrower or Albertson’s does not complete the Required Repairs at listed on Schedule III-A by the Property within nine required deadline for each repair. Borrower and Lender acknowledge that with respect to Minor Required Repairs only, for purposes of the foregoing clause (9i), “commercially reasonable efforts” (x) shall include sending a written demand letter regarding the Required Repairs to Albertson’s, which demand letter shall be resent not less than once every six months from until the Closing Dateapplicable Required Repair has been completed, and (y) shall not require that Borrower declare a default under the applicable Albertson’s Lease if Albertson’s fails to complete any of the Required Repairs. Upon In addition to its other remedies hereunder or under the other Loan Documents, upon the occurrence of such an Event of DefaultDefault under this Section 7.1.1, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower Borrowers shall perform perform, or cause to be performed, the maintenance, repairs and environmental remediation at the Property, if any, Properties as more particularly set forth on SCHEDULE III Schedule XII hereto (such maintenance, repairs and environmental remediation hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III“Required Repairs”). If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Borrowers shall complete the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated Schedule XII subject to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Excusable Delay. It shall be an Event of Default under this Agreement if if, after notice from Lender and a thirty (30) day cure period has elapsed or such longer period as is reasonably necessary to effectuate such cure provided that Borrowers are diligently proceeding to cure, (a) any Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at its Property by the Property within nine required deadline for each repair as set forth on Schedule XII subject to Excusable Delay, or (9b) months from the Closing Dateapplicable Borrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all amounts in the Required Repair Funds Fund from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply the Required Repair Funds Fund shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrowers shall deposit with Lender the amount for each Property set forth on such Schedule XII hereto to perform the Required Repairs for such Property multiplied by one hundred fifteen percent (115%), the aggregate amount of which for all of the Properties is Seventy-Eight Thousand and 00/100 ($78,000.00), which amounts so deposited with Lender shall be held by Lender in accordance with Section 7.8 hereof. Such amounts so deposited shall hereinafter be referred to as Borrowers’ “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrowers’ “Required Repair Account”.

Deposits. Borrower shall perform perform, or cause IDOT Guarantor to perform, the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date“Required Repairs”). Borrower shall complete, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered cause IDOT Guarantor to Lender evidence reasonably satisfactory to Lender that it has completed all complete, the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower or IDOT Guarantor, as applicable, does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at each Individual Property by the Property within nine required deadline for each repair as set forth on Schedule II, or (9b) months from Borrower does not satisfy or cause IDOT Guarantor to satisfy, each condition contained in Section 7.1.2 hereof, subject, to natural or man made disaster, armed conflict, acts of terrorism, riot, labor disruption (not specifically aimed at Borrower), unavailability of materials or other circumstances beyond the Closing Datereasonable control of Borrower. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment reduction of the Debt Outstanding Principal Balance in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for each Individual Property set forth on such Schedule II hereto to perform the Required Repairs for such Individual Property multiplied by one hundred twenty-five percent (125%). Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.

Deposits. Borrower shall cause Mortgage Borrower to perform (a) the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six and (6b) months from the Closing Date, or such earlier time as specified PIP Requirements set forth on SCHEDULE IIISchedule XI hereto. If Borrower has not delivered shall cause Mortgage Borrower to Lender evidence reasonably satisfactory to Lender that it has completed all complete the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less Schedule III. Borrower shall cause Mortgage Borrower to complete the amount allocated to PIP Requirements on or before the performance of Required Repairs deadline for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund each PIP Requirement as set forth above, or (ii) on Schedule XI. Borrower shall cause Mortgage Borrower to complete the Required Repairs at each Individual Property by the required deadline for each repair as set forth on Schedule III and complete the PIP Requirements at each Individual Property within nine (9) months from by the Closing Daterequired deadline for each PIP Requirement as set forth on Schedule XI. Upon the occurrence of such an Event of DefaultDefault relating to Borrower’s failure to comply with its obligations under the preceding sentence, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs or PIP Requirements at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.. On the Closing Date, Borrower shall deposit with Lender (i) an amount equal to one hundred twenty-five percent (125%) of the estimated amount for each Individual Property set forth on such Schedule III hereto to perform the Required Repairs for such Individual Property and (ii) a cash escrow or a Letter of Credit in an amount equal to $25,088,200 to secure the performance and completion of the PIP Requirements for each Individual Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7

Deposits. Borrower shall perform (a) From and after the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Municipal Loss Threshold Incurrence Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed the Assignor will cause all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated Pledged Municipal Recoveries to the performance of Required Repairs for which evidence of completion has been delivered extent constituting cash proceeds received by it from and after the Municipal Loss Threshold Incurrence Date to Lender), be promptly (and in any event within one Business Day) following receipt thereof by the Assignor to perform be deposited into the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall Municipal Collateral Account and prior to such deposit any such cash proceeds will be held by Lender the Assignor in an interest bearing account. Amounts so depositedtrust and for the ratable benefit of the Secured Parties. (b) From and after the Structured Loss Threshold Incurrence Date, if anythe Assignor will cause all Pledged Structured Recoveries to the extent constituting cash proceeds received by it from and after the Structured Loss Threshold Incurrence Date to be promptly (and in any event within one Business Day) following receipt thereof by the Assignor to be deposited into the Structured Collateral Account and prior to such deposit any such cash proceeds will be held by the Assignor in trust and for the ratable benefit of the Secured Parties. (c) From and after the Municipal Loss Threshold Incurrence Date, shall hereinafter the Assignor will cause all Pledged Municipal Premiums to the extent constituting cash proceeds received by it from and after the Municipal Loss Threshold Incurrence Date to be referred promptly (and in any event within one Business Day) following receipt thereof by the Assignor to be deposited into the Municipal Collateral Account and prior to such deposit any such cash proceeds will be held by the Assignor in trust and for the ratable benefit of the Secured Parties. (d) From and after the Structured Loss Threshold Incurrence Date, the Assignor will cause all Pledged Structured Premiums to the extent constituting cash proceeds received by it from and after the Structured Loss Threshold Incurrence Date to be promptly (and in any event within one Business Day) following receipt thereof by the Assignor to be deposited into the Structured Collateral Account and prior to such deposit any such cash proceeds will be held by the Assignor in trust and for the ratable benefit of the Secured Parties. (e) The Assignor hereby irrevocably instructs the Collateral Agent to deposit any and all Pledged Municipal Reserves Account Funds and all Pledged Structured Reserves Account Funds directly into the Pledged Municipal Reserves Account or Pledged Structured Reserves Account, as Borrower's "REQUIRED REPAIR FUND" and applicable, on the account, if any, date a Loan in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence respect of such an Event of DefaultPledged Municipal Reserves Account Funds or Pledged Structured Reserves Account, Lenderas applicable, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsis made.

Deposits. Borrower shall perform the repairs at the PropertySubject to Section 7.4.3 hereof, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender (a) $604,594.60 (the “Minimum PIP Reserve Deposit”), plus (b) the amount for the each Individual Property set forth on such SCHEDULE III heretoSchedule XIV hereto (cumulatively, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), “Initial PIP Reserve Deposit”) to perform the Required Repairs PIP Requirements for the such Individual Property. Amounts In addition, at any time Lender reasonably determines that the required balance in the PIP Reserve Fund (defined below) is insufficient to satisfy PIP requirements during the next twelve month period, Lender may require Borrower to make additional deposits to the PIP Reserve Fund in an amount equal to the deficiency (the “Additional PIP Reserve Deposits”; together with the Initial PIP Reserve Deposit, the “PIP Reserve Deposit”). The Minimum PIP Reserve Deposit, the PIP Reserve Deposit and all other amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “PIP Reserve Fund” and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “PIP Reserve Account”. It Borrower shall complete or cause to be completed the PIP Requirements on or before the deadline for each PIP Requirement as set forth on Schedule XIV, as same may be extended by the applicable Franchisor; provided, however, the time for Borrower to complete any of the PIP Requirements shall be extended until such time as Franchisor delivers a default notice to Borrower under the related Franchise Agreement regarding Borrower’s failure to so complete such PIP Requirements and any cure period relating to such notice of default shall have expired. In addition to the foregoing required deposits, if Borrower has not provided to Lender on or before December 31, 2007 evidence that it has completed and paid for PIP Requirements costing at least $1,269,105.40, then within one (1) Business Day, Borrower shall make an Additional PIP Reserve Deposit equal to the difference between (A) $1,269,105.40 and (B) the cost of PIP Requirements for which Borrower has delivered to Lender evidence of completion and payment. Failure to make such Additional PIP Reserve Deposit shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower and Baltimore Owner shall perform the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE III Schedule 7.1.1 hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Subject to Unavoidable Delays, Borrower and Baltimore Owner shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before within the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property frames set forth on such SCHEDULE III Schedule 7.1.1 hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if subject to Unavoidable Delays, Borrower does and Baltimore Owner do not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at each Individual Property by the Property within nine (9) months from the Closing Daterequired dates. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower and Baltimore Owner shall deposit with Lender the amount for each Individual Property set forth on such Schedule 7.1.1 hereto to perform the Required Repairs for such Individual Property multiplied by one hundred twenty-five percent (125%) (or a Letter of Credit in lieu thereof). Amounts so deposited with Lender (or the proceeds of any Letter of Credit delivered in lieu thereof) shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited (and the proceeds of any Letter of Credit delivered pursuant to this Section 7.1.1) shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III Schedule II hereto, if any which period may be extended upon request of Borrower, provided Borrower is diligently pursuing such completion, such additional period not to exceed five (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"5) days. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender complete the Required Repair Fund Repairs by the required deadline for each repair as set forth on Schedule II (as may be extended as set forth above), provided, however, that if a deadline is not met solely as a result of Force Majeure, such deadline shall be further extended for so long as such Force Majeure continues, but in no event longer than sixty (60) days from the original required deadline, or (iib) complete the Required Repairs at the Property within nine (9) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment reduction of the Debt Outstanding Principal Balance in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.. On the Closing Date, Borrower shall deposit with Lender the Required Repairs Amount for payment of the cost of the Required Repairs. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.9

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by the required deadline for each repair as set forth on Schedule II, provided, however, that the time within nine which such repairs must be completed shall be extended for a period of time equal to the period of any delay which is caused by fire, earthquake or other acts of God, strike, lockout, acts of public enemy, riots, insurrection, governmental regulation of the sale or transportation of materials, supplies or labor, or any other similar event outside of Borrower’s reasonable control (9but Borrower’s lack of funds in and of itself shall not be deemed a cause beyond the control of Borrower) months from the Closing Date(“Force Majeure”), or (b) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited, together with all interest earned thereon, shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.

Deposits. Borrower shall cause Mortgage Borrower to perform (a) the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six and (6b) months from the Closing Date, or such earlier time as specified PIP Requirements set forth on SCHEDULE IIISchedule XI hereto. If Borrower has not delivered shall cause Mortgage Borrower to Lender evidence reasonably satisfactory to Lender that it has completed all complete the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less Schedule III. Borrower shall cause Mortgage Borrower to complete the amount allocated to PIP Requirements on or before the performance of Required Repairs deadline for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund each PIP Requirement as set forth above, or (ii) on Schedule XI. Borrower shall cause Mortgage Borrower to complete the Required Repairs at each Individual Property by the required deadline for each repair as set forth on Schedule III and complete the PIP Requirements at each Individual Property within nine (9) months from by the Closing Daterequired deadline for each PIP Requirement as set forth on Schedule XI. Upon the occurrence of such an Event of DefaultDefault relating to Borrower’s failure to comply with its obligations under the preceding sentence, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs or PIP Requirements at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender (i) an amount equal to one hundred twenty-five percent (125%) of the estimated amount for each Individual Property set forth on such Schedule III hereto to perform the Required Repairs for such Individual Property and (ii) a cash escrow or a Letter of Credit in an amount equal to $25,088,200 to secure the performance and completion of the PIP Requirements for each Individual Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform deposit with Lender, monthly, on the repairs due date of each monthly installment under the Note, l/12th of the annual charges (as estimated by Lender) for Impositions, and, if required by Lender, l/12th of the annual charges for rent (if Borrower is lessee of an interest in the Mortgaged Property) and insurance premiums with respect to the Mortgaged Property. If required by Lender, Borrower shall also deposit with Lender, simultaneously with such monthly deposits and/or the execution of this Deed of Trust, a sum of money which together with such monthly deposits will be sufficient to make the payment of each such charge at least 30 days prior to the date initially due. Should such charges not be ascertainable at the Propertytime any deposit is required to be made, if anythe deposit shall be made on the basis of the charges for the prior year or payment period, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from reasonably estimated by Lender. When the Closing Date, charges are fixed for the then current year or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIperiod, Borrower shall deposit any deficiency on demand. All funds deposited with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an without interest bearing account. Amounts so deposited(unless the payment of interest thereon is required under applicable law), if anymay be commingled with Lender’s other funds, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be applied in payment of the foregoing charges when and as payable provided that no Event of Default shall have occurred which had not been cured to Lender’s satisfaction as evidenced by a prior written agreement from Lender acknowledging Lender’s acceptance of said cure. Should an Event of Default under this Agreement if Borrower does not either occur (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an unless said Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account Default had been cured and Lender had previously agreed, in writing as aforesaid, to accept said cure), the funds so deposited may apply such funds either to completion of the Required Repairs at the Property or toward be applied in payment of the Debt in charges for which such orderfunds shall have been deposited or to the payment of the Indebtedness or any other charges affecting the Mortgaged Property, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds discretion may determine, but no such application shall be in addition deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided. Borrower shall furnish Lender with bills and all other rights and remedies provided documents necessary for the payment of the foregoing charges at least ten (10) days prior to Lender under this Agreement and the other Loan Documentsdate on which each payment thereof shall first become due.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III IV hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"IV. It shall be an Event of Default under this 66 Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on SCHEDULE IV, and (9ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the sum of $56,250, which sum represents 125% of the estimated cost to complete the Required Repairs. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT".

Deposits. Borrower shall perform In accordance with the repairs at terms of SECTION 30.2 of the PropertyLease, if any, as more particularly set forth on SCHEDULE III hereto $250,000.00 of the Purchase Price (such repairs hereinafter referred to as the "REQUIRED REPAIRSINITIAL NON-REFUNDABLE DEPOSIT") within six shall be delivered by Buyer to Escrow Holder concurrently with the Buyer's delivery of its execution counterpart of this Agreement to Escrow Holder, which Initial Non-Refundable Deposit shall be held in Escrow (6in EXHIBIT I -3- an interest-bearing account) months from during the Closing Date"Contingency Period," as that term is defined in SECTION 4.1 of this Agreement. Upon the expiration of the Contingency Period, or such earlier time as specified on SCHEDULE III. If Borrower provided that the Initial Non-Refundable Deposit has not been returned to Buyer pursuant to the Terms of SECTION 4.1 of this Agreement, Escrow Holder shall deliver to Seller the Initial Non-Refundable Deposit. An additional deposit of $100,000.00 toward the Purchase Price (the "ADDITIONAL NON-REFUNDABLE DEPOSIT") shall be delivered by Buyer to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs Seller by cashier's check or wire transfer of immediately available funds on or before the date that which is six ninety (690) months from days following the date of Seller's receipt of the Exercise Notice. The Initial Non-Refundable Deposit (inclusive of all interest accrued thereon during the Contingency Period) and the Additional Non-Refundable Deposit are collectively referred to herein as the "DEPOSIT." If Escrow closes, the Deposit shall be applied to the Purchase Price. If Escrow does not close, the Deposit shall be applied as provided in this Agreement. The remaining amount of the Purchase Price (the Purchase Price less the Deposit) shall be delivered by Buyer to Escrow Holder on or prior to the Closing Date, or such earlier time Date (as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lenderhereinafter defined), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Each Borrower shall perform the repairs at the its Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, each Borrower shall deposit with Lender the amount for the its Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall cause Mortgage Borrower to perform the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE III hereto Schedule XVIII hereof (such repairs hereinafter hereainafter referred to as "REQUIRED REPAIRS"the “Required Repairs”) within six (6) months from and shall use commercially reasonable efforts to complete each of the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property deadline set forth on such SCHEDULE III heretoSchedule XVIII hereof; provided, however, if any (less the amount allocated such repairs do not involve issues relating to relating to the performance protection of human health and safety, then the outside date for such Required Repairs for which evidence shall be one (1) year of completion has the date hereof (collectively, the “Required Repairs Deadline”). If Borrower shall have been delivered unable to Lendercause Mortgage Borrower to complete a Required Repair by the Required Repairs Deadline, after using commercially reasonable good faith efforts to do so and provided that the failure to complete such Required Repair does not endanger any tenant, patron or other occupant of the applicable Individual Property or the general public, does not materially and adversely affect the value of the Property and is not required to remedy any failed inspections by any Franchisor of the Properties, the Required Repair Deadline shall be automatically extended solely as to such Required Repair to permit Borrower to cause Mortgage Borrower to complete such Required Repair so long as Borrower is at all times thereafter diligently and expeditiously proceeding to cause Mortgage Borrower complete the same (provided that such additional period shall not exceed ninety (90) days in respect of any Required Repair). Borrower shall deposit, or cause Mortgage Borrower to deposit, on the Closing Date an amount equal to $736,639.40 (the “Required Repairs Reserve Funds”) to perform the Required Repairs for the PropertyRepairs. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, The account in which such amounts the Required Repairs Reserve Funds are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repairs Reserve Account”. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not Any Required Repairs Reserve Funds remaining on deposit with Lender the Required Repair Fund as set forth above, or (ii) complete in the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence Reserve Account upon completion of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be deposited into the Replacement Reserve Fund and applied pursuant to Section 7.3 hereof. In the event an Individual Property is released from the Lien of its related Security Instrument in addition accordance with Section 2.5 hereof, then effective on the Payment Date immediately following such Release, any amounts on deposit in the Required Repairs Reserve Account relating to all Required Repairs with respect to such Individual Property shall be applied to other rights and remedies provided Required Repairs. In the event Borrower requests any modification to Lender under this Agreement and the other Loan DocumentsSchedule XVIII, such modification shall be subject to Lender’s approval not to be unreasonably withheld.

Deposits. Borrower shall perform 4.1 Tenant has deposited with Landlord effective as of execution of this Lease the repairs at the Propertysum of $10,000 as security for Tenant's full performance of all applicable provisions of this Lease, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIreceipt of which is hereby acknowledged. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier at any time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, Tenant shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, default in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt rent or any other sum due Landlord hereunder or is otherwise in such orderdefault hereunder, proportion and priority as Lender Landlord may determine in its sole discretiondiscretion apply all or any part of the security deposit toward such payment or toward the curing of such default. Lender's right Landlord may likewise apply all or any part of the security deposit to withdraw repair damages to the Leased Premises occurring during the tenancy created by this Lease. In such event, Tenant shall on demand pay to Landlord a like sum as additional security. Landlord may also retain all or any part of the security deposit as needed to repair damages to the Leased Premises upon termination of the tenancy created by this Lease. If Tenant is not in default at the termination of this Lease and apply Required Repair Funds there are no damages to the Leased Premises, Landlord shall return the security deposit to Tenant. 4.2 A good faith deposit in the amount of $10,643.62 (equal to Base Rent and estimated Operating Expenses for the first and 60th months of the Term) has been paid by Tenant to Landlord effective as of the execution of this Lease, receipt of which is hereby acknowledged. Such amount represents consideration for entering into this Lease. If Tenant takes possession of the Leased Premises pursuant to this Lease, such amount shall be credited as payment of Base Rent and Operating Expenses when and as such respective rental payments for the first and 60th months of the Term come due. If this Lease is accepted by Landlord and Tenant then fails to occupy the Premises within 60 days after the Commencement Date, such good faith deposit shall be forfeited. 4.3 Tenant hereby acknowledges that Landlord shall be entitled to immediately endorse and cash Tenant's security and good faith deposit check(s) accompanying this Lease. It is further agreed and understood that such action shall not guarantee acceptance of this Lease by Landlord but, in addition the event Landlord does not accept this Lease within 30 days of its receipt, the amount received by Landlord on cashing such check(s) shall be promptly refunded in full to Tenant. Landlord may commingle all security and good faith deposits with other rights funds. In the event Landlord transfers its interest in the Leased Premises, Landlord may assign to the transferee thereof the amount of such security and remedies provided to Lender under this Agreement and good faith deposits in which event Landlord shall thereafter have no further liability for the other Loan Documentsreturn of such amounts.

Deposits. Borrower shall perform the repairs at the its Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, each Borrower shall deposit with Lender the amount for the its Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six nine (69) months from the Closing DateDate (or such longer time as Borrower and Lender may mutually agree to), or such earlier time as specified on SCHEDULE Schedule III, provided that the estimated cost to complete the Required Repairs is less than One Hundred Thousand and 00/100 Dollars ($100,000.00) in the aggregate, unless otherwise agreed to by Lender. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six nine (69) months from the Closing Date, or such earlier time as specified on SCHEDULE IIISchedule III or if the estimated cost to complete the Required Repairs is equal to or greater than One Hundred Thousand and 00/100 Dollars ($100,000.00), unless otherwise agreed to by Lender, Borrower shall deposit with Lender one hundred twenty five percent (125%) of the amount for the Property set forth on estimated cost to complete such SCHEDULE III heretorepairs as determined by Lender’s structural consultant, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Repair Fund” and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. It shall be an Event of Default under this Loan Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine twelve (912) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Loan Agreement and the other Loan Documents.

Deposits. Borrower shall perform (a) the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six and (6b) months from the Closing Date, or such earlier time as specified PIP Requirements set forth on SCHEDULE IIISchedule XI hereto. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all shall complete the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less Schedule III. Borrower shall complete the amount allocated to PIP Requirements on or before the performance of Required Repairs deadline for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund each PIP Requirement as set forth above, or (ii) on Schedule XI. Borrower shall complete the Required Repairs at each Individual Property by the required deadline for each repair as set forth on Schedule III and complete the PIP Requirements at each Individual Property within nine (9) months from by the Closing Daterequired deadline for each PIP Requirement as set forth on Schedule XI. Upon the occurrence of such an Event of DefaultDefault relating to Borrower’s failure to comply with its obligations under the preceding sentence, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs or PIP Requirements at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender (i) an amount equal to one hundred twenty-five percent (125%) of the estimated amount for each Individual Property set forth on such Schedule III hereto to perform the Required Repairs for such Individual Property and (ii) a cash escrow or a Letter of Credit in an amount equal to $25,088,200 to secure the performance and completion of the PIP Requirements for each Individual Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. If set forth on Schedule IV hereof, Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto thereon (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule IV. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule IV, or (9b) months from Borrower does not satisfy each condition contained in Section 7.1.2 hereof, or (c) Borrower misdirects, misuses, misappropriates, or otherwise mishandles any Reserve Funds allocated for the Closing DateProperty or any contractor in any way. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt or expenses related to Event of Default in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender an amount equal to the Required Repair Funds to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.9 hereof. The account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform all of the repairs (on an Individual Property by Individual Property basis) at the Property, if anyapplicable Individual Properties, as more particularly set forth on SCHEDULE III Schedule 7.1.1 hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six (6i) months from in compliance with all applicable Legal Requirements, (ii) in a Lien-free, good and workmanlike manner and (iii) prior to the one (1) year anniversary of the Closing DateDate (the “Required Repair Deadline”). It shall constitute an Event of Default if Borrower does not complete each Required Repair by the Required Repair Deadline, or provided that, if Borrower shall have been unable to complete a Required Repair by the Required Repair Deadline, after using commercially reasonable efforts to do so, the Required Repair Deadline shall be automatically extended solely as to such earlier Required Repair to permit Borrower to complete such Required Repair so long as Borrower is at all times thereafter diligently and expeditiously proceeding to complete the same (provided that such additional period shall not exceed ninety (90) days in respect of any Required Repair). From time to time, as specified on SCHEDULE III. If Borrower has not delivered may be required pursuant to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIthis Agreement, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated funds to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing accountaccordance with Section 7.8 hereof and disbursed to Borrower in accordance with Section 7.1.2 hereof for future Required Repairs not scheduled on Schedule 7.1.1 (any such funds, the “Required Repair Reserve Funds”). Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, The account in which such amounts the Required Repair Reserve Funds are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the “Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing DateReserve Account”. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Reserve Funds from the Required Repair Reserve Account and Lender may apply such funds either to (i) the costs of completion of the Required Repairs at or (ii) the Property or toward payment of the Debt Debt, in such order, proportion and priority as Lender may determine in its sole discretion. Notwithstanding the foregoing, if an Event of Default shall occur as a result of a failure by Borrower to timely complete a Required Repair in accordance with the foregoing and (A) Lender shall apply the Required Repair Reserve Funds to the costs of completion of the Required Repairs in accordance with the foregoing, (B) Borrower shall have paid to Lender all costs and expenses incurred by Lender in connection with the completion such Required Repairs and (C) the Required Repair Reserve Funds are sufficient to complete the Required Repairs, the applicable Event of Default shall be deemed to have been cured by Borrower. Lender's ’s right to withdraw and apply Required Repair Reserve Funds in accordance with the foregoing shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule V hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRSRequired Repairs") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". Schedule V. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at by the Property required deadline for each repair as set forth on Schedule V (subject to an opportunuity to cure within nine thirty days of notice from Lender of such nonperformance, except as otherwise set forth on Exhibit V), or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount set forth on such Schedule V hereto to perform the Required Repairs multiplied by one hundred twenty-five percent (125%). Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s "Required Repair Fund" and the account in which such amounts are held shall hereinafter be referred to as Borrower’s "Required Repair Account".

Deposits. Borrower shall (or shall cause Operating Company to) perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall (or shall cause Operating Company to) within six (6) months from complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if Borrower does not either (ior Operating Company) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Dateby such date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender 125% of the amount for set forth on such Schedule II hereto to perform (or have Operating Company perform) the Required Repairs. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”. All interest on the Required Repair Fund shall be added to or become a part thereof and shall be the sole property of Borrower.

Deposits. Borrower shall perform For purposes of this Agreement, “Deposits” means the repairs deposit liabilities shown on Seller’s books and records relating to the Branches and listed on Exhibit D, including accrued but unpaid interest, both collected and uncollected funds, health savings accounts, certificates of deposit linked to retirement plans, business certificates of deposit of customers if Buyer is purchasing substantially all of the customers’ banking relationships with Seller, and deposits held by non-discretionary individual retirement accounts (including Xxxx IRAs) and qualified retirement plan accounts relating to such deposits for which Seller acts as custodian or trustee but which are not administered by a trust department which is an affiliate of Seller and for which no brokerage account is carried at any affiliate of Seller (“Retirement Plans”), together with Seller’s rights and responsibilities under any related customer agreement. “Deposits” do not include: (1) deposits securing loans or other extensions of credit by Seller or its affiliates if the Propertyloans or other extensions of credit are not included in the Loans; (2) deposits held in accounts for which Seller or its affiliates act as fiduciary (other than deposits held by Retirement Plans); (3) deposits held in any Retirement Plan where the account holder has notified Seller or Buyer of his, if any, her or its objection to Buyer acting as more particularly set forth on SCHEDULE III hereto custodian or trustee of such Retirement Plan; (such repairs hereinafter referred 4) deposits subject to legal process but not including garnishments or deposits subject to tax levies; (5) deposits which have been reported as "REQUIRED REPAIRS") within six abandoned property under the abandoned property laws of any jurisdiction; (6) months from deposits by Seller or any Seller affiliate; and (7) brokered deposits. Contemporaneously with the Closing Datedelivery of the preliminary settlement statement pursuant to Section 3(b), Seller shall provide Buyer with notice of and details concerning all Deposits that are overdrawn as of the Estimation Date (as hereafter defined) and Buyer shall be entitled to reject any such overdrafts for Deposits that have been overdrawn for five (5) or such earlier time as specified on SCHEDULE III. If Borrower has not more business days prior to the Estimation Date in its sole discretion by written notice delivered to Lender evidence reasonably satisfactory Seller not later than one day prior to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of Any such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds overdrafts rejected by Buyer shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsretained by Seller.

Deposits. Borrower shall perform deposit with Lender, monthly, on the repairs due date of each monthly installment under the Note, 1/12th of the annual charges (as estimated by Lender) for Impositions, and, if required by Lender, 1/12th of the annual charges for rent (if Borrower is lessee of an interest in the Mortgaged Property) and insurance premiums with respect to the Mortgaged Property. If deposits for insurance premiums are required by Lender at any time when insurance is furnished pursuant to "blanket" policies, the monthly deposits shall be equal to one twelfth (1/12th) of the product obtained by multiplying the annual premium for such blanket policy by a fraction, the numerator of which is the total square footage of the Improvements on the Mortgaged Property and the denominator is the total square footage of all improvements covered by such blanket policy. If required by Lender, Borrower shall also deposit with Lender, simultaneously with such monthly deposits and/or the execution of this Deed of Trust, a sum of money which together with such monthly deposits will be sufficient to make the payment of each such charge at least thirty (30) days prior to the date any Imposition becomes delinquent. Should such charges not be ascertainable at the Propertytime any deposit is required to be made, if anythe deposit shall be made on the basis of the charges for the prior year or payment period, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from reasonably estimated by Lender. When the Closing Date, charges are fixed for the then current year or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIperiod, Borrower shall deposit any deficiency on demand. All funds deposited with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held without interest (unless the payment of interest thereon is required under applicable law), may be commingled with Lender's other funds, and shall be applied by Lender in an interest bearing accountpayment of the foregoing charges when and as payable provided that no Event of Default shall exist. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be Should an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender exist, the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, funds so deposited may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward be applied in payment of the Debt in charges for which such orderfunds shall have been deposited or to the payment of the Indebtedness or any other charges affecting the Mortgaged Property, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds discretion may determine, but no such application shall be in addition deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided. Borrower shall furnish Lender with bills and all other rights and remedies provided documents necessary for the payment of the foregoing charges at least ten (10) days prior to Lender under this Agreement and the other Loan Documentsdate on which each payment thereof shall first become due.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III IV hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"IV. It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on SCHEDULE IV, and (9ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the sum of $ 0 , which sum represents 125% of the estimated cost to complete the Required Repairs. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT".

Deposits. Borrower Tenant has paid to Landlord and Landlord acknowledges receipt of deposit as follows: (a) The sum of two thousand four hundred and ninety dollars ($2,490.00) which shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated be applied by Landlord to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either first (i1st) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward monthly payment of the Debt items specified in such orderParagraph 4 to become due and payable under this Lease; and (b) The sum of two thousand four hundred and ninety dollars ($2,490,00) which shall be security for the full and complete performance of all Tenant’s obligations hereunder. Should Tenant vacate or surrender the premises prior to the end of the demised term, proportion said sum may be, at the option of the Landlord, applied by Landlord as part (but not exclusive) payment of Landlord’s damages resulting therefrom. Even though Tenant has not vacated or surrendered the demised premises, said security deposit may, during the term of this Lease, at the option of Landlord, be used to correct any breach of Tenant’s obligations under this Lease. Should all or any portion of said security deposit be used to cure any breach of Tenant, Tenant shall, within five (5) days after demand by Landlord, replenish said security deposit to the original amount set forth hereinabove. Upon expiration of said Lease, if Tenant shall surrender said premises to Landlord in the condition and priority as Lender may determine in its sole discretionat the time herein provided and shall have complied with all terms, covenants and conditions of this Lease, then Landlord shall, within thirty (30) days after satisfaction of all conditions, refund said deposit for that portion remaining after all just offsets to Tenant. Lender's Tenant shall be entitled to no interest payments upon said deposit and Landlord shall have the right to withdraw and apply Required Repair Funds shall be in addition to all co-mingle said deposit with any other rights and remedies provided to Lender under this Agreement and the other Loan Documentsfunds of Landlord.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"a) within six Within five (65) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before days after the date that is six (6) months from the Closing Datehereof, or such earlier time as specified on SCHEDULE III, Borrower Company shall deposit with Lender Escrow Agent, the amount for the Property set forth Source Code described on such SCHEDULE III heretoExhibit A (Software), if any attached hereto and made a part hereof, which Exhibit lists software tapes and other materials related thereto, required to be placed into escrow. (less the amount allocated b) All additions to the performance of Required Repairs for which evidence of completion has been delivered to Lender)Source Code listed on Exhibits A and B, to perform the Required Repairs for the Property. Amounts so deposited together with Lender, if anyrevisions thereto, shall be deposited into escrow annually on each anniversary of the Agreement, and as provided in Section 2 below. The Escrow Agent will issue to Motorola and Company a receipt for each delivery of Source Code. (c) The Source Code held by Lender the Escrow Agent shall remain the exclusive property of Company. The Escrow Agent shall not use the Source Code or disclose the same to any third party except as specifically provided for herein and nothing in an this Escrow Agreement shall be construed as a conveyance by Company of all or any of its rights, title or interest bearing account. Amounts so depositedin the Source Code to the Escrow Agent, if anyexcept as specifically provided herein. (d) The Escrow Agent will hold the Source Code in safekeeping for Company and Motorola, shall hereinafter be referred pursuant to the terms and conditions set forth herein, and act as Borrower's "REQUIRED REPAIR FUND" custodian thereof, at its offices herein above indicated, unless and until the account, if anyEscrow Agent receives notice pursuant to the terms of this Escrow Agreement that the Escrow Agent is to deliver the Source Code to Motorola or Company, in which such amounts are held case the Escrow Agent shall hereinafter be referred deliver the Source Code to as Borrower's "REQUIRED REPAIR ACCOUNT"the party identified therein, subject, however, to the provisions of this Escrow Agreement. It The Source Code shall be retained by Escrow Agent at Escrow Agent's vaulting site at all times, under the express control of an Event officer designated by it, whose identity shall be made known to Motorola and Company promptly upon designation. (e) During all the following procedures, the Parties agree that Motorola will not have access to the source code escrow unless the source code has been released pursuant to Section Three of Default under this Agreement if Borrower does not either Escrow Agreement. (i) does not When DSI receives the Deposit Materials and the Exhibit B, DSI will conduct a deposit with Lender inspection by visually matching the Required Repair Fund as set forth abovelabeling of the tangible media containing the Deposit Materials to the item descriptions and quantity listed on the Exhibit B. In addition to the deposit inspection, or Motorola may elect to cause a verification of the Deposit Materials pursuant to DSI's standard verification procedures. (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to At completion of the Required Repairs at deposit inspection, if DSI determines that the Property or toward payment labeling of the Debt tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy thereof to Motorola and Company. If DSI determines that the labeling does not match the item descriptions or quantity on the Exhibit B, DSI will (a) note the discrepancies in such orderwriting on the Exhibit B; (b) date and sign the Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to Motorola and Company. DSI's acceptance of the deposit occurs upon the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to Motorola is Motorola's notice that the Deposit Materials have been received and accepted by DSI. (iii) The Deposit Materials may be removed and/or exchanged only on written instructions signed by Motorola and Company, proportion and priority or as Lender may determine otherwise provided in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan DocumentsAgreement.

Deposits. Borrower a. The Issuer and that Placement Agent will direct each Subscriber to forward all Cash Investment Instruments to Placement Agent. All Cash Investment Instruments shall perform be made payable to the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Dateorder of, or such earlier time as specified endorsed to the order of, “U.S. Bank National Association/Interlink Electronics, Inc. - Escrow Account,” and Escrow Agent shall not be obligated to accept on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on Issuer’s behalf, or before the date present for payment, any Cash Investment Instrument that is six (6) months from the Closing Date, not payable or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount endorsed in that manner. b. Upon receipt by Placement Agent of any Cash Investment Instrument for the Property set forth purchase of Shares, Placement Agent shall forward to Escrow Agent the Cash Investment Instrument to be held uninvested in the non-interest-bearing escrow account of the Escrow Agent described on Exhibit A hereto. Each such SCHEDULE III hereto, if any (less deposit by Placement Agent shall constitute Placement Agent’s warranty that the amount allocated applicable sale of Shares occurred prior to the performance Expiration Date and shall be accompanied by the following documents: (i) a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes; and (ii) a Subscription Accounting. All funds so deposited shall remain the property of Required Repairs for which evidence the Subscribers according to their respective interests and shall not be subject to any lien or charge by Escrow Agent or by judgment or creditors' claims against Issuer until released or eligible to be released to Issuer in accordance with Section 4 hereof. c. Escrow Agent shall have the right in its sole discretion to reject deposits from any Subscriber. Placement Agent and Issuer understand and agree that all Cash Investment Instruments received by Escrow Agent hereunder are subject to collection requirements of completion presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until final payment has been delivered made and is no longer subject to Lender)dishonor. Upon receipt, to perform Escrow Agent shall process each Cash Investment Instrument for collection, and the Required Repairs for the Property. Amounts so deposited with Lender, if any, proceeds thereof shall be held by Lender as part of the Escrow Funds until disbursed in an interest bearing accountaccordance with this Agreement. Amounts so depositedIf, upon presentment for payment, any Cash Investment Instrument is dishonored, Escrow Agent’s sole obligation shall be to notify Placement Agent of such dishonor and to return such Cash Investment Instrument to Placement Agent. Notwithstanding the foregoing, if anyfor any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall hereinafter be referred to as Borrowerimmediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. d. Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, Escrow Agent's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It sole obligation shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender in the Required Repair Fund as set forth abovecase of receipt of an amount less than the Cash Investment, or to notify Issuer and Placement Agent of such fact and to return such Cash Investment Instrument to Placement Agent, and (ii) complete in the Required Repairs at case of receipt of an amount greater than the Property within nine (9) months from the Closing Date. Upon the occurrence Cash Investment, to notify Issuer and Placement Agent of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account fact and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in return such order, proportion and priority as Lender may determine Cash Investment Instrument in its sole discretion. Lender's right entirety to withdraw and apply Required Repair Funds shall be Placement Agent or return excess funds greater than the Cash Investment to Placement Agent in addition to all other rights and remedies provided to Lender under this Agreement and either case as directed by the other Loan DocumentsPlacement Agent in writing.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"a) within six (6) months from On the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount sum of $11,226,054.04, and thereafter on each Payment Date, Borrower shall pay or cause Master Tenant and Operator to pay to Lender (a) one-twelfth of the Taxes that Lender estimates in its reasonable discretion based on the history of Taxes assessed against the applicable Individual Property (including for this purpose, with respect to each Individual Property listed on Schedule 4.1.16, the entire tax lot of which such Individual Property is a part), will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the Insurance Premiums that Lender estimates in its reasonable discretion based on the history of Insurance Premiums for the Property set forth on relevant individual Property, will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such SCHEDULE III hereto, if any Insurance Premiums at least thirty (less the amount allocated 30) days prior to the performance expiration of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the PropertyPolicies. Amounts so deposited with Lender, if any, in (a) and (b) above shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to herein as Borrower's the "REQUIRED REPAIR FUNDTax and Insurance Reserve Funds" and the account, if any, account in which such amounts are held shall hereinafter be referred to herein as Borrower's the "REQUIRED REPAIR ACCOUNT"Tax and Insurance Reserve Account." Lender will apply the full extent of Tax and Insurance Reserve Funds to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with In making any payment relating to the Tax and Insurance Reserve Funds, Lender the Required Repair Fund as set forth abovemay do so according to any xxxx, statement or (ii) complete the Required Repairs at the Property within nine (9) months estimate procured from the Closing Date. Upon appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the occurrence accuracy of such an Event xxxx, statement or estimate or into the validity of Defaultany tax, Lenderassessment, at its optionsale, may withdraw all Required Repair Funds from forfeiture, tax lien or title or claim thereof. If the Required Repair Account and Lender may apply such funds either to completion amount of the Required Repairs at Tax and Insurance Reserve Funds shall exceed the Property or toward payment of the Debt in such orderamounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, proportion and priority as Lender may determine shall, in its sole discretion, either return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Reserve Account hereunder. Any amount remaining in the Tax and Insurance Reserve Account after the Debt has been paid in full shall be promptly returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Properties. If at any time Lender reasonably determines based upon invoices for the current or previous Tax periods that the Tax and Insurance Reserve Funds are not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower in writing of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates as provided above is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be; provided, however, that notwithstanding the foregoing, Borrower shall not be required to pay any such additional amounts until five (5) Business Days after Lender shall have given written notice of the additional amount due. (b) Borrower shall have the right, exercisable on thirty (30) days' notice to Lender, in lieu of making monthly deposits hereunder on account of Taxes, to (i) deposit with Lender Tax and Insurance Reserve Funds in an amount estimated by Lender from time to time in accordance with the standards set forth in clause (a) above, to be sufficient to pay one-half (1/2) of the Taxes assessed against the Properties in the ensuing twelve (12) month period, which deposit shall serve as additional security for Borrower's obligations under the Loan Documents. In the event that Borrower shall make such election, then (i) Borrower shall have no obligation to make any further monthly deposits on account of Taxes, but shall instead have the obligation to within ten (10) Business Days of request by Lender, increase the amount on deposit to cover any increase in Lender's right estimate as aforesaid in the amount of Taxes that will be payable over the ensuing twelve (12) month period, and (ii) Lender shall have no obligation to withdraw apply or release any Tax and apply Required Repair Insurance Reserve Funds to or for the payment of Taxes, and all Taxes shall thereafter be in addition to all paid by Borrower with other rights and remedies provided to Lender under this Agreement and the other Loan Documentsfunds of Borrower.

Deposits. Borrower (a) Citizens shall perform instruct (x) all Assessable Insurers and, in the repairs at case of Regular Assessments levied on Assessable Insureds, the PropertyFlorida Surplus Lines Service Office, if anyto make all payments in respect of Regular Assessments and (y) the FHCF to make all payments in respect of the FHCF Reimbursements, in each case, directly to the Collateral Trustee (by check or by wire transfer to two deposit accounts to be designated by the Collateral Trustee) and to notify the Collateral Trustee in writing whether such payments are Regular Assessments or FHCF Reimbursements, respectively, so that the Collateral Trustee may allocate such payments to the proper account and subaccount. Concurrently with each notification by Citizens to Assessable Insurers of its levy of Regular Assessments for any year, Citizens shall deliver to the Collateral Trustee a list setting forth the name and address of each Assessable Insurer to which such notice has been delivered and the amount of the Regular Assessments for each year levied on such Assessable Insurer pursuant to such notice. Citizens shall promptly deliver to the Collateral Trustee a copy of any instructions or notices delivered to the FHCF in respect of any FHCF Reimbursements. Citizens hereby authorizes the Collateral Trustee to act as more particularly set forth Citizens’ attorney-in-fact to endorse the name of Citizens on SCHEDULE III hereto any instruments which may come into the Collateral Trustee’s possession with respect to the Liquidity Shared Revenues. Citizens shall instruct the Florida Surplus Lines Service Office to (x) notify the surplus lines agents for the Assessable Insureds of the pledge of the Regular Assessments pursuant to this Agreement and (y) direct all surplus lines agents for the Assessable Insureds to collect and make all payments in respect of Regular Assessments directly to the Florida Surplus Lines Service Office for further payment to the Collateral Trustee, and to accompany such repairs hereinafter referred payment with written notice to as "REQUIRED REPAIRS") within six (6) months the Florida Surplus Lines Service Office that such payments are Regular Assessments and the Plan Year Deficit to which such payments relate. Citizens shall instruct the Florida Surplus Lines Service Office to provide the Collateral Trustee with a copy of such written notice promptly after it is received from the Closing Datesurplus lines agent, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered together with payment to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth Collateral Trustee on such SCHEDULE III heretoRegular Assessments. Citizens shall also instruct the Florida Surplus Lines Service Office to deliver to the Collateral Trustee a list setting forth the name and address of each surplus lines agent who has been directed by the Florida Surplus Lines Service Office to collect Regular Assessments from Assessable Insureds. Citizens hereby appoints the Collateral Trustee as Citizens’ agent to receive Regular Assessments and FHCF Reimbursements. (b) Citizens agrees that, if any (less Regular Assessments shall be received by it, Citizens shall deposit such Regular Assessments, together with all earnings thereon, with the amount allocated Collateral Trustee, within ten days following the receipt thereof and shall certify in writing to the performance Collateral Trustee the appropriate amount of Required Repairs for which evidence such Liquidity Shared Revenues so that the Collateral Trustee may allocate such deposit to the proper account and subaccount. Citizens further agrees that when any Liquidity Shared Revenues consisting of completion has been delivered FHCF Reimbursements shall be received by it, Citizens shall deposit such Liquidity Shared Revenues with the Collateral Trustee not later than two Business Days after Citizens receives such Liquidity Shared Revenues, and shall certify in writing to Lender), the Collateral Trustee the appropriate amount of such Liquidity Shared Revenues so that the Collateral Trustee may allocate such deposit to perform the Required Repairs for the Propertyproper account and subaccount. Amounts Until so deposited with Lenderthe Collateral Trustee, if any, all Liquidity Shared Revenues shall be held in trust by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to Citizens for and as Borrower's "REQUIRED REPAIR FUND" the property of the Collateral Trustee and the account, if any, in which such amounts are held Secured Parties and shall hereinafter not be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event commingled with any funds or property of Default under this Agreement if Borrower does Citizens not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsconstituting Collateral.

Deposits. Borrower shall perform (a) Students will be charged full costs of carrying out repairs to any College property of vandalism, wilful damage or neglect for which they are directly responsible during their stay (fair wear and tear, or consequence thereof, excepted). (b) A refundable accommodation bond of £250.00 must be paid annually by each student living in College accommodation. The cost of carrying out repairs in respect of vandalism, wilful damage or neglect for which they may be held partly responsible will be invoiced separately. (c) Deductions from the repairs accommodation bond will be made at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from discretion of the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount College for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either following purposes: (i) does not deposit with Lender A proportion to recover the Required Repair Fund as set forth abovecost of repairing damage beyond fair wear and tear, or in the communal areas of the student accommodation, corridors, toilets, common rooms etc. (ii) complete The cost of repairing any damage beyond fair wear and tear, within the Required Repairs individual’s room, on departure from the College or transfer to another room. (d) A key/fob deposit of £30.00 may also be requested to pay. This is refundable if keys are returned undamaged. However, if keys are lost or damaged during the period of tenancy and new keys are required then a further deposit may be requested. (e) Deposits can be paid through our ‘Online Shop’ and will be refundable at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion end of the Required Repairs academic year. Any charges for damage, missing items, excessive cleaning costs, etc. will be invoiced separately by 31st August at the Property or toward payment latest; (f) Where monies from deposits have been retained to offset costs incurred, any remaining balance will be paid accompanied by a written statement of account providing details of all deductions that have been made unless the situation has entered the disputes process; (g) If in dispute with any deductions, the student will have rights of appeal as stated in sections 1.4of this licence; (h) It is your responsibility to return your keys and access card to a member of the Debt in such order, proportion and priority as Lender may determine in its sole discretionAccommodation Team at the end of your occupation under the Licence Agreement. Lender's right to withdraw and apply Required Repair Funds shall If the keys are not returned you will be in addition to all other rights and remedies provided to Lender under this Agreement and charged for the other Loan Documents.reasonable cost of replacing keys and/or locks;

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III IV hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"IV. It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on SCHEDULE IV, and (9ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the sum of $18,750, which sum represents 125% of the estimated cost to complete the Required Repairs. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT".

Deposits. Borrower shall perform the PIP Requirements, repairs and environmental remediation at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto (such PIP Requirements, repairs and environmental remediation hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III heretoSchedule III, if any (less the amount allocated to the performance which period of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, time shall be held extended as a result of any force majeure delays unless such extension would cause a default under the applicable Franchise Agreement or Management Agreement which has not been waived by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"applicable Franchisor or Manager. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at each Individual Property by the Property within nine required deadline for each repair and environmental remediation as set forth on Schedule III (9as such date may be extended as provided above), or (b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender (x) the amount for each Individual Property set forth on such Schedule III hereto to perform the Required Repairs for such Individual Property multiplied by (i) one hundred twenty-five percent (125%) with respect to those Required Repairs determined pursuant to the Physical Conditions Reports, (ii) one hundred twenty-five percent (125%) with respect to those Required Repairs that are environmental remediation recommended in the Environmental Reports (other than building exterior reports), (iii) one hundred fifty percent (150%) with respect to those Required Repairs that are environmental remediation recommended in the Environmental Reports that are building exterior reports, and (iv) one hundred percent (100%) of the PIP Requirements identified on Schedule III, and (y) one hundred twenty-five percent (125%) of the amount reasonably estimated by Lender to be due for those PIP Requirements not specifically identified on Schedule III, which amount shall be reduced to one hundred percent (100%) for those PIP Requirements specifically identified by Borrower in a manner reasonably satisfactory to Lender. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.

Deposits. Borrower shall perform the repairs at the PropertyIf provided for on Schedule I, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), CapEx/Tenant Improvement Funds to perform the Required Repairs capex work and tenant improvements, and pay leasing commissions for the Property. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.9 hereof. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, The account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “CapEx/Tenant Improvement Account.” Borrower shall perform any tenant improvements in accordance with any Lease approved by Lender. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit complete the tenant improvements at the Property in accordance with Lender the Required Repair Fund as set forth aboveLease, or (iib) complete the Required Repairs at Borrower does not satisfy each condition contained in Section 7.6.2 hereof, or (c) Borrower misdirects, misuses, misappropriates, or otherwise mishandles any Reserve Funds allocated for the Property within nine (9) months from the Closing Dateor any contractor in any way. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all Required Repair CapEx/Tenant Improvement Funds from the Required Repair CapEx/Tenant Improvement Account and Lender may apply such funds either to completion of the Required Repairs capex or tenant improvements at the Property Property, the payment of leasing commissions payable under the Leases, or toward payment of the Debt or expenses related to Event of Default in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair CapEx/Tenant Improvement Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform (a) Deposits to the repairs at the Property, if any, Multicurrency Account may be made only by wire transfers denominated in your Selected Currency. Deposits are routed through an overseas correspondent bank which we designate for each particular Selected Currency (as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount explained in our instructions for the Property set forth Selected Currency). Deposits through one of our designated overseas correspondent banks for that Selected Currency will be considered as a deposit to your Multicurrency Account on such SCHEDULE III hereto, if any (less the amount allocated day we receive clear and specific notice from that correspondent that a deposit has been made on your behalf and routed through that bank for credit to your Multicurrency Account. Our international funds availability policy does not apply to wire transfers. Deposits to the performance Multicurrency Account are governed by Illinois and applicable federal law, but any wire transfers which you route through one of Required Repairs our designated overseas correspondent banks for which evidence deposit to your Multicurrency Account may be subject to the laws of completion has been delivered that jurisdiction. (b) We reserve the right to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender refuse to accept deposits to the Required Repair Fund as set forth aboveMulticurrency Account, or (ii) complete limit the Required Repairs minimum or maximum balance that may be maintained in your Multicurrency Account and the number of deposits made to your Multicurrency Account, (iii) change the overseas correspondent bank which we designate to provide foreign draft or deposit routing services in connection with your Selected Currency, and (iv) change the overseas correspondent bank or banks where we choose to hold our assets relative to your Multicurrency Account. (c) OUR ASSETS RELATIVE TO YOUR MULTICURRENCY ACCOUNT WILL BE HELD IN OUR NAME IN ANOTHER FINANCIAL INSTITUTION IN THE SELECTED CURRENCY IN OR OUTSIDE OF THE COUNTRY WHOSE CURRENCY IS INVOLVED. YOU BEAR THE RISK OF GOVERNMENTAL MEASURES AND RESTRICTIONS CONCERNING OUR ASSETS FOR THE COUNTRY OF YOUR SELECTED CURRENCY INCLUDING FOREIGN EXCHANGE CONTROLS AS WELL AS THE RISKS OF NONPERFORMANCE BY THAT FINANCIAL INSTITUTION. THIS MEANS THAT YOU BEAR THE RISK OF NON-PAYMENT IF THE OTHER FINANCIAL INSTITUTION IS UNABLE TO PAY US, OR PREVENTED FROM PAYING US, OR IF ANY GOVERNMENTAL MEASURES ARE TAKEN, OR OTHER RESTRICTIONS ARE IMPOSED UPON THOSE ASSETS. If your Selected Currency is unavailable to us for any reason on a day we are to pay you or transfer funds in the Selected Currency due to exchange controls, or for any other circumstances beyond our control (including, without limitation, natural disasters and civil disturbances), we will not pay you or transfer funds in your Selected Currency or in any other currency (including United States Dollars). Once your Selected Currency again becomes available to us, we will pay you or effect the transfer in that currency in the amount requested. No interest shall accrue during the period of delay. If the government of the country that issued your Selected Currency no longer uses that currency, or if that currency is no longer used for the settlement of transactions by public institutions We’re here to help. in that country or within the international banking community, we will pay you in the new currency of that country upon our receipt and at the Property within nine exchange rate we receive for your Selected Currency. (9d) months from In connection with any currency conversion transaction, you should be aware that in recent years rates of exchange for certain currencies are or have been highly volatile, and that volatility may be expected in the Closing Datefuture. Upon Fluctuations in any particular exchange rate that have occurred in the occurrence past are not necessarily indicative, however, of such an Event of Default, Lender, at its option, fluctuations that may withdraw all Required Repair Funds from occur while you have funds on deposit in the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan DocumentsMulticurrency Account.

Deposits. Borrower shall perform (or cause to be performed) the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”), and shall provide to Lender photographic evidence and an Officer’s Certificate certifying that the Required Repairs have been completed on or before the required deadline for each repair as set forth on Schedule III. Borrower shall have to deposit the amounts for the Required Repairs for the Colonial Square Property and the Village Walk Property set forth on Schedule III (collectively, the “Non-Life and Safety Repairs”) only if Borrower shall not have completed the Non-Life and Safety Repairs within six twelve (612) months after the Closing Date. If Borrower has not delivered to Lender, on or before the date that is twelve (12) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender photographic evidence reasonably satisfactory to Lender and an Officer’s Certificate certifying that it has completed all Required the Non-Life and Safety Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIhave been completed, Borrower shall immediately deposit with Lender the amount for the Property Non-Life and Safety Repairs set forth on such SCHEDULE Schedule III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, Lender under this Section 7.1.1 shall be held by Lender in an interest bearing accountaccordance with Section 7.6 hereof and disbursed in accordance with Section 7.1.2 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Repair Fund” and the account, if any, account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Fund as set forth above, or (ii) complete Account and apply such funds to completion of the Required Repairs at one or more of the Property within nine (9) months from the Closing DateProperties. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower a. In addition to the initial rental payment set forth in paragraph 3 above, Lessee agrees to deposit with Lessor upon execution of this Lease the sum of $ 0.00 as a security deposit to secure Lessee’s performance hereunder. b. Lessee agrees that upon termination of this Lease or upon any other vacation of the Premises by Lessee, the Premises must be left in a clean and orderly condition in accordance with Lessor’s standards for new occupancy. Lessee acknowledges that apartment was in a professionally cleaned condition before Lessee established tenancy, therefore, when Lessee vacates the apartment, it must also be in a professionally cleaned condition. In the event that upon such termination or vacation, the Premises are not in such condition of cleanliness, or if the Premises were not in the condition of repair and order as upon commencement of this Lease, reasonable wear resulting solely from passage of time excepted, Lessee expressly agrees that Lessor, based on Lessor’s discretion, shall perform all cleaning, maintenance and repair which may be required, to restore the repairs Premises to such condition. Such work to be done at Lessee’s expense. Lessee agrees that the Propertycosts incurred by Lessor for such services shall be deducted from Lessee’s security deposit if such deposit (after deduction of all other appropriate sums as provided in this Lease) is sufficient to cover such costs. If the deposit is not sufficient, then such costs shall be billed to Lessee and Lessee shall pay said sum immediately upon receipt of the statement. c. Lessee acknowledges that upon termination of this Lease or the vacation of the Premises by Lessee, Lessee shall return all keys to the Premises to Lessor and that if Lessee shall fail to do so, Lessor may deduct the sum of $40.00 from the security deposit to reimburse Lessor for the cost of changing the lock and replacing such keys. d. Lessee further agrees that if upon termination of this Lease or vacation of the Premises by Lessee , if it is necessary, in Lessor’s discretion to perform any repair or renovation of the Premises as a result of any damages incurred during Lessee’s occupancy of the Premises (reasonable wear, unavoidable damage caused by the elements or the negligence of Lessor excepted), such repair and/or renovation shall be performed at Lessee’s expense and the cost thereof shall be deducted from Lessee’s security deposit if said deposit (after deduction of all other appropriate sums as provided in the Lease) is sufficient to cover such costs. If the deposit is not sufficient, then such costs shall be billed to Lessee and Lessee shall pay said sum immediately upon receipt of the statement. Lessee agrees that if Lessee vacates the apartment within six months of the signing of this agreement, Lessee shall be responsible for the cost of painting the apartment, if necessary. e. Lessee shall not be entitled to receive any interest or profit on the security deposit unless required by law. Lessee agrees that Lessor may commingle any deposit with any other assets or retain any earnings which Lessor may derive there from. If more than one person shall rent the Premises as Co- Lessees, any refund of any deposit shall be made to the named Lessees herein unless Lessor receives written instruction from the named Lessees to refund any security deposit to another person. f. At the time of move out, all past due rents, late charges, returned check charges, and repair charges must be paid in full through the end of the lease term or through the end of the 30day notice or any renewal or extension period. If not, these charges may be deducted from Lessee’s security deposit. g. LESSEE MAY NOT APPLY THE SECURITY DEPOSIT TOWARDS THE LAST MONTH’S RENT. Lessee agrees that the full monthly rent will be paid on or before the first of the month, including the last month of occupancy. h. The deposit will be refunded only after each and all of the above conditions have been met and after the appropriate deductions, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has have been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsmade.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from On the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE Schedule III heretohereto (collectively, if any (less the amount allocated to the performance of “Required Repairs for which evidence of completion has been delivered to Lender), Repair Deposit”) to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountthe Required Repair Account and in accordance with Section 7.8 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and ’s “Required Repair Fund.” Subject to Force Majeure, Borrower shall perform the accountrepairs at the Property, if any, in which as more particularly set forth on Schedule III hereto (such amounts are held shall repairs hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on Schedule III, subject to such extensions as required due to Force Majeure. It shall be an Event of Default under this Agreement if (a) subject to Force Majeure, Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule III, or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof in all material respects. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. Notwithstanding the foregoing, in lieu of depositing the Required Repair Deposit in the Required Repair Fund, Borrower shall have the option of delivering to Lender a Letter of Credit in an amount equal to the Required Repair Deposit.

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto and in the Property Condition Assessment prepared by Jones, Hill, XxXxxxxxx & Xxxxx and dated June 16, 2005 (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III Schedule II hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at by the Property within nine required deadline for each repair as set forth on Schedule II, or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment reduction of the Debt Outstanding Principal Balance in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender $348,950.00 to perform Required Repairs. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule II, or (9b) months from Borrower does not satisfy each condition contained in Section 7.1.2 hereof, or (c) Borrower misdirects, misuses, misappropriates, or otherwise mishandles and Reserve Funds allocated for the Closing DateProperty or any contractor in any way. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt or expenses related to Event of Default in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender an amount equal to $1,995,691.38 to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.9 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or date of funding (such earlier time repairs hereinafter referred to as specified on SCHEDULE III“Required Repairs”). If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all shall complete the Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule III. It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on Schedule III, and (9ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule III hereto, if any, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III Schedule II hereto, if any (less as the amount allocated same may be extended due to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Unavoidable Delays. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at by the Property within nine required deadline for each repair as set forth on Schedule II (9as the same may be extended by Unavoidable Delays), or (b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretionRepairs. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount set forth on such Schedule II hereto to perform the Required Repairs multiplied by one hundred twenty-five percent (125%). Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified set forth on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on SCHEDULE III, and (9ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon Upon, the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT."

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. 63 Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform (or shall cause Anchor Tenant to perform) the repairs at the Property, if any, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE Schedule III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE Schedule III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE Schedule III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Repair Fund” and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. (a) Borrower shall perform pay to Lender on the repairs Closing Date an amount equal to one-fourth (1/4) of the product of the following: (i) $300.00, multiplied by (ii) the aggregate number of beds at the PropertyFacilities as adjusted by Lender annually based on the then aggregate number of beds at the Facilities (the “Replacement Reserve Deposit”), if any, as more particularly set forth on SCHEDULE III hereto (such which amount is reasonably estimated by Lender in its sole discretion to be due for replacements and repairs hereinafter referred required to as "REQUIRED REPAIRS") within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated be made to the performance of Required Repairs for which evidence of completion has been delivered to LenderProperties during the calendar year (collectively, the “Replacements”), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to herein as Borrower's "REQUIRED REPAIR FUND" the “Replacement Reserve Funds” and the account, if any, account in which such amounts are held shall hereinafter be referred to herein as Borrower's "REQUIRED REPAIR ACCOUNT"the “Replacement Reserve Account”. It In lieu of delivering Replacement Reserve Funds, Borrower and Maryland Owner shall have the right pursuant to Section 7.6 to deliver a Letter of Credit in an amount equal to the Replacement Reserve Deposit. Except as specified in Section 7.3.1(b), Borrower acknowledges that Lender shall have no obligation to disburse any portion of the Replacement Reserve Funds which shall be held by Lender during the entire term of the Loan subject to Section 7.5. (b) In the event that with respect to any calendar year commencing with 2008, (i) Borrower shall expend on Replacements more than the Required Annual Replacement Expenditure, (ii) Borrower shall deliver to Lender an Officer’s Certificate certifying the total amount expended during such year for Replacements, with a breakdown by Individual Property, and (iii) no Event of Default under this Agreement shall then be continuing, then the amount of the Replacement Reserve Deposit for the immediately succeeding calendar year shall be reduced by an amount equal to one-fourth (1/4) of the amount by which such expenditures exceeded the Required Annual Replacement Expenditure. Within thirty (30) days after the end of each subsequent calendar year, Borrower shall deliver to Lender the Officer’s Certificate described in clause (ii) above, and Lender shall, based on Borrower’s expenditure for Replacements for such calendar year, adjust (i.e., increase or decrease) the amount of the Replacement Reserve Deposit so that it shall be equal to one-fourth (1/4) of the Required Annual Replacement Expenditure minus one-fourth (1/4) of the amount (if any) by which the expenditures for Replacements for the calendar year in question exceeded the Required Annual Replacement Expenditure for the calendar year in question. Within ten (10) Business Days after Lender shall have so adjusted the amount of the Replacement Reserve Deposit, (A) if Replacement Reserve Funds are then being held in the Replacement Reserve Account, Lender shall release to Borrower does any excess Replacement Reserve Funds as so calculated then being held in the Replacement Reserve Account, or Borrower shall deliver to Lender an amount equal to any deficiency in the amount of the Replacement Reserve Funds then being held in the Replacement Reserve Account, as applicable, and (B) if a Letter of Credit is then being held by Lender in lieu of Replacement Reserve Funds, Borrower shall deliver to Lender a replacement Letter of Credit in an amount equal to the recalculated amount of the Replacement Reserve Deposit and Lender shall return to Borrower the existing Letter of Credit. Notwithstanding the foregoing, Borrower shall not either be entitled to any reduction in the amount of the Replacement Reserve Deposit unless at the time in question the conditions set forth in clauses (i) does not deposit with Lender the Required Repair Fund as set forth above, or and (iiiii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsabove are satisfied.

Deposits. Borrower shall perform perform, or cause to be performed, the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III heretoSchedule II, if any (less the amount allocated to the performance each as extended as a result of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing DateForce Majeure. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's Xxxxxx’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents; provided, however, any unapplied portions of the Required Repair Funds after the cessation of such Event of Default shall promptly be returned by Lender to Borrower or into the Required Repair Account, as the case may be. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.6 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.” Anything contained herein to the contrary notwithstanding, with respect to any Required Repairs that a Tenant is obligated to perform pursuant to its Lease, Borrower’s obligation under this Section 7.1 shall be limited to using commercially reasonable efforts to cause such Tenant to perform the applicable Required Repair, and the failure to make the Required Repairs shall not, on its own, result in an Event of Default. 100 0123905.0782082 4863-1270-3898v11

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III IV hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"IV. It shall be an Event of Default under this Agreement if (i) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine by the required deadline for each repair as set forth on SCHEDULE IV, and (9ii) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the sum of $___, which sum represents 125% of the estimated cost to complete the Required Repairs. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT".

Deposits. Borrower shall perform or cause to be performed the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter referred to as "REQUIRED REPAIRSRequired Repairs") within six (6) months from ). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule II. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from by the Closing Daterequired deadline for each repair as set forth on Schedule II, provided, that if such repair cannot reasonably be completed by the required deadline for such repair and Borrower has commenced such repair before the required deadline and thereafter diligently and expeditiously proceeds to complete the same, the required deadline shall be extended for such time as is reasonably necessary for Borrower to complete such repair in the exercise of due diligence. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule II hereto to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5

Deposits. Borrower shall perform the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE III Schedule IV hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE Schedule III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE Schedule III, Borrower shall deposit with Lender the amount for the Property Properties set forth on such SCHEDULE Schedule III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the PropertyProperties. Notwithstanding the immediately preceding sentence, if (x) the Required Repairs include life safety items or (y) the aggregate amount of the Required Repairs exceeds $7,000,000, Borrower shall deposit with Lender the amount for the Properties set forth on such Schedule III hereto. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Repair Fund” and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"’s “Required Repair Account”. It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property Properties within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") " within six (6) months from the Closing DateDate (or such longer time as Borrower and Lender may mutually agree to), or such earlier time as specified on SCHEDULE III. provided that the estimated cost to complete the Required Repairs is less than One Hundred Thousand and 00/100 Dollars ($100,000.00) in the aggregate. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time as specified on SCHEDULE IIIIII or if the estimated cost to complete the Required Repairs is equal to or greater than One Hundred Thousand and 00/100 Dollars ($100,000.00), Borrower shall deposit with Lender one hundred twenty five percent (125%) of the amount for the Property set forth on estimated cost to complete such SCHEDULE III heretorepairs as determined by Lender's structural consultant, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property within nine (9) months from the Closing Date. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III Schedule II hereto, if any which period may be extended upon request of Borrower, provided Borrower is diligently pursuing such completion, such additional period not to exceed five (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"5) days. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender complete the Required Repair Fund Repairs by the required deadline for each repair as set forth on Schedule II (as may be extended as set forth above), provided, however, that if a deadline is not met solely as a result of Force Majeure, such deadline shall be further extended for so long as such Force Majeure continues, but in no event longer than sixty (60) days from the original required deadline, or (iib) complete the Required Repairs at the Property within nine (9) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment reduction of the Debt Outstanding Principal Balance in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the Required Repairs Amount for payment of the cost of the Required Repairs. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.9 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.

Deposits. Borrower shall perform the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from “Required Repairs”). Except as a result of a force majeure, Borrower shall complete the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the date that is six (6) months from the Closing Date, or such earlier time required deadline for each repair as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any (less the amount allocated to the performance of Required Repairs for which evidence of completion has been delivered to Lender), to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing account. Amounts so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT"Schedule III. It shall be an Event of Default under this Agreement if (a) Borrower does not either (i) does not deposit with Lender the Required Repair Fund as set forth above, or (ii) substantially complete the Required Repairs at each Individual Property by the Property within nine required deadline for each repair as set forth on Schedule III, or (9b) months from the Closing DateBorrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Property Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's ’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount for each Individual Property set forth on such Schedule III hereto to perform the Required Repairs for such Individual Property. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”.