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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 within six (6) months from the date of funding (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 shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 On the Closing Date, Borrowers shall deposit with Lender the amount set forth on Schedule II attached hereto and made a part hereof, 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 7.6 hereof. Amounts so deposited shall hereinafter be referred to as Borrowers’ “Required Repair Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account”. Borrowers shall perform the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower Borrowers shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does Borrowers do not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II (except for postponement of such deadlines as a result of Unavoidable Delays), and or (iib) Borrower does Borrowers 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. 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, 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 within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall, or shall cause the applicable Master Tenant to, complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule 7.1.1; provided, however, that Lender shall not unreasonably withhold, condition or delay its consent to any extension of any such required deadline, provided that Borrower or the applicable Master Tenant has been and is diligently pursuing completing of such Required Repair. It Subject to the immediately preceding sentence, it shall be an Event of Default under this Agreement if (i) Borrower does not, or does not cause the applicable Master Tenant to, complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule 7.1.1. Upon request from Lender after the expiration 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 (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofthat 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, Borrower $0.00 shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any, to perform be deposited into the Required Repairs for the PropertyRepair Account. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.7 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “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."” 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 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 within six (6) months from in this paragraph, even if doing so may create an overdraft in your account. If sufficient funds are not available in your account, you agree to reimburse SFB for the date amount of funding (such repairs hereinafter referred 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 as "REQUIRED REPAIRS")any reduction, setoff, defense, counterclaim, deferment or right of recoupment. Borrower shall complete the Required Repairs on or before the SFB is not required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default to give you notice prior to exercising our rights under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIIsection. 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 (ii) Borrower does not satisfy each condition contained deposits that are claimed to have been altered, improperly endorsed, miscoded or otherwise in Section 7.1.2 hereofviolation of applicable warranties under the Uniform Commercial Code. Upon Your estate, serviving owner or POD is responsible for this claim if you are deceased. If SFB is required to reimburse 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 government 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 any other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender third party for the amount for the Property set forth on such SCHEDULE III hereto, if any, to perform the Required Repairs for the Property. Amounts so of any 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 ACCOUNTyou, deduct that amount from your account or from any other account you have with SFB, unless the deduction is prohibited by law."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"Required Repairs). Borrower shall use commercially reasonable efforts to complete in an expeditious manner the Required Repairs on or before Repairs. If, in the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event reasonable judgment of Default under this Agreement if the Lender, (ia) Borrower does is not complete completing the Required Repairs at each Individual Property in an expeditious manner (giving due consideration to the Property by obligation of Borrower to obtain the required deadline for each repair as set forth on SCHEDULE IIIapproval of Bank of America, and N.A. under the BofA Lease with respect to such Required Repairs, if applicable), or (iib) Borrower does not satisfy each condition contained in Section 7.1.2 16.1.2 hereof, then Lender, at its option, may withdraw all amounts in the Required Repair Fund and apply such funds to completion of the Required Repairs at the Property. 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. 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, account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT’s Required Repair Fund."

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) Borrower 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, Schedule II hereto 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 accountaccordance with Section 7.5 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”. 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 within six (6) months from the date of funding (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 shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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, or shall cause the applicable Master Tenant to, perform or satisfy the repairs at the Property, if any, unfunded obligations as more particularly set forth on SCHEDULE III Schedule 7.5.1 hereto within six (6) months from the date of funding (such repairs obligations hereinafter collectively referred to as "REQUIRED REPAIRS")“Unfunded Obligations”) as and when due under the respective Leases and other applicable agreements. Any Unfunded Obligations relating to the Earn-Out Property (Xxxxxx Xxxx SW) that are satisfied by the seller of such Property as of the date on which the applicable Individual Borrower acquires such Property shall complete the Required Repairs on or before the required deadline be deemed to have been satisfied by Borrower for each repair as set forth on SCHEDULE IIIpurposes of this Section 7.5.1. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIInot, and (ii) Borrower or does not cause the applicable Master Tenant to, perform or satisfy each condition contained in Section 7.1.2 hereofthe Unfunded Obligations as and when due under the respective Leases and other applicable agreements. Upon the occurrence and during the continuance of such an Event of Default, Lender, at its option, may withdraw all Required Repair the Unfunded Obligations Reserve Funds (if any) from the Required Repair Unfunded Obligations Account and Lender may apply such funds either to completion the performance or satisfaction of the Required Repairs at the Property Unfunded Obligations 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 Unfunded Obligations Reserve Funds (if any) 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 In lieu of depositing with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any, $4,053,158 to perform the Required Repairs Unfunded Obligations, Guarantor shall instead guaranty the completion of the Unfunded Obligations pursuant to the Limited Recourse Guaranty; provided, however, that Guarantor shall not be liable for Unfunded Obligations in respect of Earn-Out Property (Xxxxxx Xxxx SW) (i) unless and until the PropertyEarn-Out Property Amount in respect of such Earn-Out Property has been advanced to Borrower pursuant to Section 7.8 or (ii) with respect to which any such Unfunded Obligation that was satisfied by the seller of such Earn-Out Property on or prior to the date on which such Earn-Out Property was acquired by Borrower (which satisfaction may be evidenced by the delivery by of an executed notice of commencement by the Tenant under the Lease of such Individual Property confirming the satisfaction of such Unfunded Obligations, or by such other notice by such Tenant confirming the same). Amounts (if any) so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.7 hereof. Amounts so deposited, deposited (if any, ) shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Unfunded Obligations Reserve 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 “Unfunded Obligations Account."” For the avoidance of doubt, if the amount specified in this Section 7.5.1 is $0.00, then no reserves or guaranty in respect of Unfunded Obligations shall be required and the Unfunded Obligations Account shall not be maintained except as set forth in the immediately following sentence. In addition, whenever a Lease is terminated, whether by buy-out, cancellation, default, rejection or otherwise, and Borrower receives any payment, fee, damages or penalty in respect of such termination in excess of $2,000,000 in the aggregate (a “Termination Fee”), Borrower shall promptly cause such Termination Fee to be deposited into the Unfunded Obligations Account. Provided no Event of Default is continuing, (i) Lender shall direct the Cash Management Bank to disburse such Termination Fee or portion thereof to Borrower at the written request of Borrower in respect of (x) documented leasing commissions and tenant improvement costs incurred by Borrower in connection with a replacement Lease entered into in accordance with the terms of this Agreement in respect of the space covered by such terminated Lease or (y) if Borrower or its Affiliate elects to operate the applicable Property in lieu of re-leasing such Property to a third party Tenant, any work performed by Borrower in connection with transition of the operation of such Property from the prior Tenant to Borrower or its Affiliate; and (ii) unless a Cash Sweep Period is continuing, the remainder of such Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account (x) in the case of clause (i)(x) of this Section 7.5.1, after the space covered by such terminated Lease has been relet, the replacement Tenant is in occupancy and has commenced paying rent under the replacement Lease and all leasing commissions and tenant improvement costs relating to such space have been paid or (y) in the case of clause (i)(y) of this Section 7.5.1, after commencement of operations by Borrower or the applicable Affiliate at such Property.

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 within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete (or cause the completion of) the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It 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 diligently and expeditiously proceeding to cause the completion of the Required Repairs, the required deadline as set forth on Schedule II shall be an Event extended for such time as is reasonably necessary for Borrower in the exercise of Default under this Agreement if due diligence to complete such Required Repairs, such additional period not to exceed one hundred eighty (i180) days. If (a) Borrower does not complete (or cause the completion of) the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II (as the same may be extended in accordance with the foregoing sentence), and or (iib) Borrower does not satisfy each condition contained in Section 7.1.2 hereofhereof by the required deadline for each repair as set forth on Schedule II hereto, then Borrower shall deposit with Lender the Required Repairs Amount for payment of the cost of the Required Repairs. 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 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, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.5 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “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”."

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 parties acknowledge that prior to the date of funding this Agreement the Depositor may have been required to submit an application fee (such repairs hereinafter referred to as "REQUIRED REPAIRS"the “Application Fee”). Borrower shall complete The Application Fee is to compensate the Required Repairs on or before Company for its costs in reviewing the required deadline application of the Depositor. The Company has determined that the total estimated cost for each repair as set forth on SCHEDULE IIIthe Extension described herein to be (Insert Total Estimated Cost of Extension) (the “Initial Total Estimated Cost”). It shall be an Event The Depositor hereby agrees to deposit with the Company the Initial Total Estimated Cost of Default under this Agreement if (i) Borrower does not complete the Required Repairs at Extension, provided, however, that the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. 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 Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on Company harmless from any damages that might result from 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 ACCOUNTsuspension of activities."

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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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, 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 within six (6) months from the date of funding (such repairs environmental remediation hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Remediation”). Borrower shall, or shall cause the applicable Master Tenant to, complete the Required Repairs Remediation on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule 7.2.1; provided, however, that Lender shall not unreasonably withhold, condition or delay its consent to any extension of any such required deadline, provided that Borrower or the applicable Master Tenant has been and is diligently pursuing completion of such Required Remediation. It Subject to the immediately preceding sentence, it shall be an Event of Default under this Agreement if (i) Borrower does not, or does not cause the applicable Master Tenant to, complete in all material respects the Required Repairs at the Property Remediation by the required deadline for each repair identified remediation as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofSchedule 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, Borrower $0.00 shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any, to perform be deposited into the Required Repairs for the PropertyRemediation Account. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.7 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “Required Remediation 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 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 the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) Borrower does not satisfy each condition contained in Section 7.1.2 hereofhereof 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 III hereto, if any, Schedule II hereto 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 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."”

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) (i) 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 (the “Required Repair Deadline”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be constitute an Event of Default under this Agreement if (i) Borrower does not complete each Required Repair by the Required Repairs at the Property Repair Deadline, provided that, if Borrower shall have been unable to complete a Required Repair by the required deadline for each repair Required Repair Deadline, after using commercially reasonable efforts to do so, the Required Repair Deadline shall be automatically extended solely as set forth on SCHEDULE III, 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 (iiprovided that such additional period shall not exceed ninety (90) Borrower does not satisfy each condition contained days in Section 7.1.2 hereofrespect of any Required Repair). 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. 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 complete (or cause the completion of) the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete or cause the completion of the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete (or cause the completion of) the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) Borrower does not satisfy (or cause the satisfaction 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 III hereto, if any, Schedule II hereto 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 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."”

Deposits. Borrower Each Subscription Payment received by the Company from a subscriber shall perform be forwarded to the repairs at the Property, if any, as more particularly set forth on SCHEDULE III hereto within six (6) months Escrow Agent along with a certificate from the date Company (the "Subscription Certificate") setting forth the name, address, social security number and telephone number of funding 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 Company will be deposited and held in accordance with Section 6(a) below. Such account will be held in the name of (such repairs hereinafter referred to as the "REQUIRED REPAIRSEscrow"). Borrower shall complete It is understood that all checks received by Escrow Agent are subject to clearance time and the Required Repairs on funds represented thereby cannot be drawn upon or before invested until such time as the required deadline for each repair as set forth on SCHEDULE IIIsame 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 uncollected checks to the Escrow. 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 an Event 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 replaced the same with a cashier's check or such other form of Default under this Agreement if (idraft that the Company and escrow Agent approve, at which time the Escrow Agent shall as soon as practicable return said uncollectible check(s) Borrower to the subscriber. In the event the subscriber does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (iireplace said check(s) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of with a cashier's check or 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 other form or draft acceptable 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 Escrow Agent and the other Loan Documents. On Company, the Closing Date, Borrower Escrow Agent shall deposit with Lender as soon as practicable return the amount for the Property set forth on same to 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 ACCOUNTsubscriber."

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) Borrower 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, Schedule II hereto 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 accountaccordance with Section 7.5 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”."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower , and shall complete 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 Schedule III. It Notwithstanding the foregoing, with respect to the Kohl’s Property only, to the extent that Kohl’s remains responsible under the Kohl’s Lease for such Required Repairs, Borrower shall be an Event of Default under this Agreement if (i) Borrower does not required to use commercially reasonable efforts to cause Kohl’s to complete such Required Repairs. In connection with the Required Repairs at the Whispering Ridge Property by and Lake City Commons Property, Borrower shall deposit with Lender on the required deadline date hereof $28,063, which is the total amount for each repair as the Whispering Ridge Property and Lake City Commons Property set forth on SCHEDULE IIIsuch Schedule III hereto, to be held by Lender in accordance with Section 7.6 hereof. Amounts so deposited with Lender shall be held by Lender and (ii) Borrower does not satisfy each condition contained disbursed in accordance with Section 7.1.2 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”. If Borrower has not delivered to Lender photographic evidence and the required Officer’s Certificate that it has completed or caused the completion of 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 Account and apply such funds to completion of the Required Repairs at one or more of the Properties. 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 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 The Xxxxxxx Money Deposit paid by Buyer pursuant to this Agreement shall perform be held in escrow by the repairs at Escrow Agent. In the Propertyevent that Buyer terminates this Agreement in accordance with the provisions of this Agreement relating to “Buyer’s Due Diligence “, if any“Risk of Loss “, “Title”, or “Default and Termination”, and Buyer elects to receive back the Xxxxxxx Money Deposit, 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"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained provided in Section 7.1.2 hereof15(b) below, the Escrow Agent shall promptly refund the Xxxxxxx Money Deposit to Buyer. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account If Buyer fails to perform and Lender may apply such funds either is in default and Seller elects 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 terminate this Agreement and retain the other Loan DocumentsXxxxxxx Money Deposit, the Escrow Agent shall pay and deliver the Xxxxxxx Money Deposit to Seller. On Otherwise, the Closing DateXxxxxxx Money Deposit shall be disbursed at the Closing. The Escrow Agent shall have no obligation to maintain the Xxxxxxx Money Deposit in an interest-bearing account or account for or pay over any interest on the Xxxxxxx Money Deposit. Buyer acknowledges that the Escrow Agent represents Seller in this transaction and waives any conflict of interest related to such representation and service as Escrow Agent. In the event of a dispute between Buyer and Seller regarding the disposition of the Xxxxxxx Money Deposit, Borrower the Escrow Agent shall disburse the Xxxxxxx Money Deposit only upon receipt of written instructions jointly executed by Buyer and Seller. If Buyer and Seller do not deliver such jointly executed written instructions to the Escrow Agent within three (3) business days of Escrow Agent’s notice of intent to disburse the Xxxxxxx Money Deposit (which notice shall be effective upon delivery in accordance with Section 20 or by electronic mail to each of Seller’s and Buyer’s counsel), then the Escrow Agent shall with reasonable promptness deposit with Lender the amount Xxxxxxx Money Deposit into court in an inter-pleader action unless prior to such deposit the Buyer and the Seller deliver alternative jointly executed written instructions as to disposition of the Xxxxxxx Money Deposit (including any instructions to deliver the Xxxxxxx Money Deposit to a substitute escrow agent). Seller and Buyer shall be jointly and severally liable 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" Escrow Agent’s fees and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNTcosts."

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 within six (6) months from the date of funding Schedule XVIII hereof (such repairs hereinafter hereainafter referred to as "REQUIRED REPAIRS"). Borrower the “Required Repairs”) and shall use commercially reasonable efforts to complete each of the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It 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 an Event one (1) year of Default under this Agreement if the date hereof (i) collectively, the “Required Repairs Deadline”). If Borrower does not shall have been unable to cause Mortgage Borrower to complete a Required Repair by the Required Repairs at 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 required deadline for each repair as set forth on SCHEDULE IIIProperties, and (ii) Borrower 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 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 Lender may apply expeditiously proceeding to cause Mortgage Borrower complete the same (provided that such funds either additional period shall not exceed ninety (90) days in respect of any Required Repair). Borrower shall deposit, or cause Mortgage Borrower to completion of deposit, on the Closing Date an amount equal to $736,639.40 (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, 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”. Any Required Repairs Reserve Funds remaining on deposit in the Required Repairs Reserve Account upon completion of all of the Required Repairs 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 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 Required Repairs with respect to such Individual Property shall be applied to other Required Repairs. In the event Borrower requests any modification to Schedule XVIII, such modification shall be subject to Lender’s approval not to be unreasonably withheld."

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”) within six (6) months from the date Closing Date, or such earlier time as is specified on Schedule II. If Borrower has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed or caused the completion of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the all Required Repairs on or before the required deadline date that is six (6) months from the Closing Date, or such earlier time as specified on Schedule II, Borrower shall deposit with Lender the amount for each repair as the Property set forth on SCHEDULE IIIsuch 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 be referred to as Borrower’s “Required Repair Fund” and the account, if any, in which such amounts are held hereinafter shall 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within twelve (12) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on such Schedule III hereto (collectively, the “Required Repair Deposit”) to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in the Required Repair Account and in accordance with Section 7.8 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund.” Subject to Force Majeure, Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE Schedule III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE Schedule III, subject to such extensions as required due to Force Majeure. It shall be an Event of Default under this Agreement if (ia) subject to Force Majeure, Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE Schedule III, and or (iib) Borrower does not satisfy each condition contained in Section 7.1.2 hereofhereof 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. On Notwithstanding the Closing Dateforegoing, in lieu of depositing the Required Repair Deposit in the Required Repair Fund, Borrower shall deposit with have the option of delivering to Lender the a Letter of Credit in an amount for the Property set forth on such SCHEDULE III hereto, if any, equal 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 ACCOUNTRepair Deposit."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower , and shall complete 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 Schedule III. It 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 twelve (12) 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, photographic evidence and an Officer’s Certificate certifying that the Non-Life and Safety Repairs have been completed, Borrower shall immediately deposit with Lender the amount for the Non-Life and Safety Repairs set forth on such Schedule III hereto. Amounts deposited with Lender under this Section 7.1.1 shall be an Event held by Lender in accordance with Section 7.6 hereof and disbursed in accordance with Section 7.1.2 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”. Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and apply such funds to completion of Default under this Agreement if (i) Borrower does not complete the Required Repairs at one or more of the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofProperties. 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 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 within six (6) months from and in the date of funding Property Condition Assessment prepared by Jones, Hill, XxXxxxxxx & Xxxxx and dated June 16, 2005 (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II hereto. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) Borrower 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 amount for the Property set forth on such SCHEDULE III hereto, if any, $348,950.00 to perform the Required Repairs for the PropertyRepairs. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.5 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “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."”

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRSRequired Repairs"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II (subject to force majeure delays), and (ii) Borrower 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 III hereto, if any, Schedule II hereto 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 account. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUNDRequired Repair Fund" and the account, if any, account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNTRequired Repair Account"."

Deposits. Borrower shall perform the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE III hereto within six (6) months from the date of funding Schedule XVIII hereof (such repairs hereinafter hereainafter referred to as "REQUIRED REPAIRS"). Borrower the “Required Repairs”) and shall use commercially reasonable efforts to complete each of the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It 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 an Event one (1) year of Default under this Agreement if the date hereof (i) collectively, the “Required Repairs Deadline”). If Borrower does not shall have been unable to complete a Required Repair by the Required Repairs at 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 required deadline for each repair as set forth on SCHEDULE IIIProperties, and (ii) Borrower 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 Deadline shall be automatically extended solely as to 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 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 be not exceed ninety (90) days in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documentsrespect of any Required Repair). On the Closing Date, 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, “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”. Any Required Repairs Reserve Funds remaining on deposit in the Required Repairs Reserve Account upon completion of all of the Required Repairs 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 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 Required Repairs with respect to such Individual Property shall be applied to other Required Repairs. In the event Borrower requests any modification to Schedule XVIII, such modification shall be subject to Lender’s approval not to be unreasonably withheld."

Deposits. Borrower In accordance with the terms of SECTION 30.2 of the Lease, $250,000.00 of the Purchase Price (the "INITIAL NON-REFUNDABLE DEPOSIT") shall perform be delivered by Buyer to Escrow Holder concurrently with the repairs at Buyer's delivery of its execution counterpart of this Agreement to Escrow Holder, which Initial Non-Refundable Deposit shall be held in Escrow (in EXHIBIT I -3- an interest-bearing account) during the Property"Contingency Period," as that term is defined in SECTION 4.1 of this Agreement. Upon the expiration of the Contingency Period, if anyprovided that the Initial Non-Refundable Deposit has not been returned to Buyer pursuant to the Terms of SECTION 4.1 of this Agreement, as more particularly set forth on SCHEDULE III hereto within six Escrow Holder shall deliver to Seller the Initial Non-Refundable Deposit. An additional deposit of $100,000.00 toward the Purchase Price (6the "ADDITIONAL NON-REFUNDABLE DEPOSIT") months from the date shall be delivered by Buyer to Seller by cashier's check or wire transfer of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs immediately available funds on or before the required deadline for each repair date which is ninety (90) 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 set forth on SCHEDULE III. It the "DEPOSIT." If Escrow closes, the Deposit shall be an Event of Default under this Agreement if (i) Borrower applied to the Purchase Price. If Escrow does not complete close, the Required Repairs at the Property by the required deadline for each repair Deposit shall be applied as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained provided in Section 7.1.2 hereofthis Agreement. 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 The remaining amount of the Required Repairs at Purchase Price (the Property or toward payment of Purchase Price less 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 Deposit) shall be in addition delivered by Buyer to all other rights and remedies provided Escrow Holder on or prior 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 Date (as 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 ACCOUNTdefined)."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS")“Required Repairs”) and (b) the PIP Requirements set forth on Schedule XI hereto. Borrower shall cause Mortgage Borrower to complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE Schedule III. It Borrower shall be an Event of Default under this Agreement if (i) cause Mortgage Borrower does not to complete the PIP Requirements on or before the deadline for each PIP Requirement as set forth on Schedule XI. Borrower shall cause Mortgage Borrower to complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE III, Schedule III and (ii) Borrower does not satisfy complete the PIP Requirements at each condition contained in Section 7.1.2 hereofIndividual Property by the required 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 the each Individual Property set forth on such SCHEDULE Schedule III hereto, if any, 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, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.7 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."”

Deposits. On the Closing Date, Borrower shall deposit with Lender the aggregate amount for the Properties set forth on Schedule III-A and Schedule III-B (together, Schedule III) as security for the performance of the Required Repairs (hereinafter defined) for the Properties. 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”. 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 Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the “Required Repairs Repairs”) on or before the required deadline for each repair as set forth on SCHEDULE Schedule III-A and Schedule III-B, respectively. It shall be an Event of Default under this Agreement if (i) Borrower does not complete use commercially reasonable efforts to cause Albertson’s to perform the Required Repairs at the Property listed on Schedule III-B by the required deadline for each repair as set forth repair, or (ii) if Borrower or Albertson’s does not complete the Required Repairs listed on SCHEDULE Schedule III-A by the required deadline for each repair. Borrower and Lender acknowledge that with respect to Minor Required Repairs only, for purposes of the foregoing clause (i), “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 until the applicable Required Repair has been completed, and (iiy) shall not require that Borrower does not satisfy each condition contained in Section 7.1.2 hereofdeclare 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 77 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 (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, as more particularly set 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 on SCHEDULE III hereto within six (6) months from the date name and address of funding (each Assessable Insurer to which such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete notice has been delivered and the Required Repairs on or before amount of the required deadline Regular Assessments for each repair 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 set forth Citizens’ attorney-in-fact to endorse the name of Citizens on SCHEDULE IIIany instruments which may come into the Collateral Trustee’s possession with respect to the Liquidity Shared Revenues. It Citizens shall be an Event of Default under this Agreement if instruct the Florida Surplus Lines Service Office to (ix) Borrower does not complete notify the Required Repairs at surplus lines agents for the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 Assessable Insureds of the Required Repairs at the Property or toward payment pledge of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right Regular Assessments pursuant 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 (y) direct all surplus lines agents for the Property set forth 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 payment with written notice to 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 surplus lines agent, together with payment to the Collateral Trustee on such SCHEDULE III hereto, if any, Regular Assessments. Citizens shall also instruct the Florida Surplus Lines Service Office to perform deliver to the Required Repairs for Collateral Trustee a list setting forth the Propertyname 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. 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 Citizens hereby appoints the Collateral Trustee as Citizens’ agent to as Borrower's "REQUIRED REPAIR FUND" receive Regular Assessments and the account, if any, in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNTFHCF Reimbursements."

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before (a) if such repairs involve issues relating to relating to the required deadline for each repair protection of the health and safety of any tenant, patron or other occupant of the Property, as set forth on SCHEDULE IIIsoon as commercially practicable not to exceed ninety (90) days from the date hereof or (b) if such repairs do not involve issues relating to relating to the protection of human health and safety, then within one (1) year of the date hereof (collectively, the “Required Repairs Deadline”). It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by on or before the required deadline for each repair as set forth on SCHEDULE IIIRequired Repairs Deadline, and or (iib) 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 Required 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 the an amount for the Property set forth on such SCHEDULE III hereto, if any, 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, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.7 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”."

Deposits. Borrower shall perform The School may wish to ask for a deposit which would be retained as compensation for loss of revenue in the repairs event of the Hirer cancelling at short notice. In addition, in view of the Propertyincrease in vandalism, the School may wish to consider the advisability of seeking from casual hirers a special deposit to cover the cost of repair of damage referred to in Standard Condition 8 (such a deposit to be returned after the event if anyno damage has been caused). Suggested wording for this condition is given below. If applicable, this additional wording should be incorporated in the Special Conditions on page 7. A note should be made on the second page recording the payment of this deposit. Before seeking such a deposit, the School will need to consider its past experience under this heading, the likelihood of future damage, bearing in mind the nature of the locality and the type of events which normally take place in the Hall and, above all, the School’s relationship with regular hirers and the ability of the hirers to make such a deposit, as more particularly set forth on SCHEDULE III hereto within six (6) months from well as the date possibility of funding (such repairs hereinafter referred asking for a deposit only in certain cases, e.g. dances. The suggested wording for the Special Condition as to the taking of a special deposit reads as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event follows: 'A special deposit of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property £... has been paid by the required deadline Hirer to the School who within 28 days of the termination of the period of hire will repay such deposit to the Hirer less the cost of rectifying any damage caused to the premises and/or contents thereof during the period of the hiring as a result of the hiring.' Food Health and Hygiene If food is prepared, served or sold in the Hall, the School is responsible for each repair as set forth on SCHEDULE IIImeeting legislative requirements to ensure that the Hall, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofparticular the kitchen, is adequately provided for the possible level of catering to be undertaken by the hirers, and that it is clean and well maintained. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw The hirers are responsible for ensuring that all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion stages of the Required Repairs at preparation and serving meet legally required health and hygiene standards, and this is noted in Standard Condition 6. Portable Electrical Appliances While 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 School is responsible for the Property set forth on such SCHEDULE III heretoregular testing of portable electrical appliances belonging to the Hall, if any, to perform the Required Repairs hirer is responsible for ensuring that any electrical appliances she/he brings are safe and used in a safe manner and comply with the PropertyElectricity at Work Regulations 1989. 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(See Standard Condition 7)."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 (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, the “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”. 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."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) (i) 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 (the “Required Repair Deadline”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be constitute an Event of Default under this Agreement if (i) Borrower does not complete each Required Repair by the Required Repairs at the Property Repair 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 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). From time to time, as may be required deadline for each repair as set forth on SCHEDULE IIIpursuant to this Agreement, Borrower shall deposit with Lender funds to be held by Lender in accordance with Section 7.8 hereof and (ii) disbursed to Borrower does not satisfy each condition contained in accordance with Section 7.1.2 hereofhereof for future Required Repairs not scheduled on Schedule 7.1.1 (any such funds, the “Required Repair Reserve Funds”). The account in which the Required Repair Reserve Funds are held shall hereinafter be referred to as the “Required Repair Reserve 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. 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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 or its designee, concurrently herewith and on the first day of each month during the term hereof, into an interest-bearing account with Lender or its designee (the "Tax Escrow Account"), an amount sufficient to discharge the obligations of Borrower under Section 5.17(a) prior to the date such Impositions become delinquent. The determination of the amount for payable concurrently herewith and the Property set forth fractional part to be deposited on such SCHEDULE III hereto, if any, to perform the Required Repairs for the Property. Amounts so deposited first day of each month thereafter with Lender shall be made by Lender, if anyin its reasonable discretion, based on 100% of the prior calendar year's Impositions and Lender's reasonable estimate of the amount by which Impositions can reasonably be expected to increase. Said amounts shall be held by Lender or its designee (not in an interest bearing accounttrust and not as agent of Borrower) and may be commingled with other funds held by Lender or its designee. Amounts so Provided no Event of Default has occurred and is continuing, amounts held in the Tax Escrow Account shall be applied to the payment of the Impositions upon written request from Borrower to Lender. Subject to Borrower's right to contest Impositions in accordance with Section 5.17(b) above, Lender shall have the right, but not the obligation, to pay such Impositions upon receipt of any bill invoice, tax bill, bond or axxxxsment therefor, xxthout inquiry into the accuracy or sufficiency of such bill, invoice or assessmenx, Xorrower's liability therefor or any defenses Borrower may have against the payment thereof. If at any time within thirty (30) days prior to the due date of any of the Impositions, the amounts then on deposit therefor shall be insufficient for the payment of such Imposition in full, Borrower shall, within ten (10) days after demand, deposit the amount of the deficiency with Lender. If the amounts deposited are in excess of the actual Impositions for which they were deposited, if anyLender shall promptly refund any such excess to Borrower. Borrower shall deliver to Lender all tax bills, shall hereinafter be bond and assessment statements, and statements for any other obligations referred to above as soon as the same are received by 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 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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before commencement of the required deadline for each repair as Lease Term set forth on SCHEDULE IIIabove, excepting only ordinary wear and tear. It Lessee's interest in said security deposit is not assignable by Lessee. Lessor may at its option apply said security deposit, or so much thereof as may reasonably be necessary, to remedy defaults by Lessee in payment of rent, to repair damages to the Leased Premises or the 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 an Event 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 security deposit is that of Default under this Agreement if (i) Borrower does a debtor, not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIIa trustee, and (ii) Borrower does not satisfy each condition contained the security deposit may be commingled or dissipated or both, and in Section 7.1.2 hereofany 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 Documents. On the Closing Date, Borrower shall deposit with Lender the amount for the Property set forth on discharged from any further liability concerning 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 ACCOUNTdeposits."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event Schedule II, each as extended as a result of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofForce 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 III hereto, if any, Schedule II hereto 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 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."” 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 Tenant has deposited with Landlord the repairs at the Property, if any, as more particularly amount set forth on SCHEDULE III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 1.14 to completion of the Required Repairs at the Property or be 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 and 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 Loan Documentsfunds of Landlord; provided, however, Landlord shall not commingle the deposit set forth in Section 1.13 ("Security Deposit") with other funds of Landlord. On Landlord shall notify Tenant of the Closing Dateseparate 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, Borrower 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 deposit with Lender 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 remedy 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 Property set forth on such SCHEDULE III heretofirst, if anythirteenth, to perform fourteenth, twenty-fifth, twenty-sixth and seventy-fourth months of this Lease (exclusive of any partial month at the Required Repairs 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 Propertypayment 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. Amounts so deposited with Lender, if any, The Security Deposit shall be held paid to Landlord in cash in full no later than the next business day after execution of this Lease by Lender in an interest bearing accountboth Landlord and Tenant. Amounts so depositedIf the Security Deposit is not timely paid, if any, shall hereinafter this Lease may be referred terminated immediately upon delivery of notice of termination by Landlord 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 ACCOUNTTenant."

Deposits. Borrower shall perform the repairs at the Property, if any, Properties as more particularly set forth on SCHEDULE III Schedule 2 hereto within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule 3 hereto. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule 2, and or (iib) Borrower 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 and absolute 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 Required Repairs Amount for payment of the Property set forth on such SCHEDULE III hereto, if any, to perform cost of 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" ’s “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”."

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 within six (6) months from the date of funding (such maintenance, repairs and environmental remediation hereinafter collectively referred to as "REQUIRED REPAIRS"the “Required Repairs”). Borrower Borrowers shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule XII subject to Excusable Delay. It shall be an Event of Default under this Agreement if if, after notice from Lender and a thirty (i30) 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 complete the Required Repairs at the its Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule XII subject to Excusable Delay, and or (iib) the applicable 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 Debt, pro rata between the Components in accordance with the Component Percentages (as calculated as of the date of such prepayment), and applied to each Component 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, Borrower shall deposit Borrowers deposited with Lender the amount for the each Property set forth on such SCHEDULE III hereto, if any, Schedule XII hereto to perform the Required Repairs for such Property multiplied by one hundred fifteen percent (115%), the Property. Amounts 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, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.8 hereof. Amounts Such amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" Borrowers’ “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 ACCOUNTBorrowers’ “Required Repair Account”."

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 within six (6) months from reasonably estimated by Lender. When the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). charges are fixed for the then current year or period, Borrower shall complete the Required Repairs deposit any deficiency on or before the required deadline for each repair as set forth on SCHEDULE IIIdemand. It All funds deposited with Lender 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 payment of the foregoing charges when and as payable provided that no Event of Default shall exist. Should an Event of Default under this Agreement if (i) Borrower does not complete exist, the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained funds so deposited may be applied 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 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 to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount documents necessary for the Property set forth payment of the foregoing charges at least ten (10) days prior to the date on such SCHEDULE III hereto, if any, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, which each payment thereof 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 ACCOUNTfirst become due."

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II hereto, which period may be extended upon request of Borrower, provided Borrower is diligently pursuing such completion, such additional period not to exceed five (5) days. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II (as may be extended as set forth above), and 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 (ii60) days from the original required deadline, or (b) Borrower 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 amount Required Repairs Amount for payment of the Property set forth on such SCHEDULE III hereto, if any, to perform cost of the Required Repairs for the PropertyRepairs. 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, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “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”."

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”) within six (6) months from the date of funding (Closing Date, or such repairs hereinafter referred earlier time as specified on Schedule III. If Borrower has not delivered to as "REQUIRED REPAIRS"). Borrower shall complete the Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Property set forth on SCHEDULE IIIsuch 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 IV hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIIIV. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIIIV, and (ii) Borrower 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 sum of $___, which sum represents 125% of the Property set forth on such SCHEDULE III hereto, if any, estimated cost to perform complete the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing accountRepairs. 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. If provided for on Schedule I, on the Closing Date, Borrower shall deposit the CapEx/Tenant Improvement Funds to perform capex work and tenant improvements, and pay leasing commissions 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 “CapEx/Tenant Improvement Account.” 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"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIIany tenant improvements in accordance with any Lease approved by Lender. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs tenant improvements at the Property by in accordance with the required deadline for each repair as set forth on SCHEDULE IIILease, and or (iib) Borrower does not satisfy each condition contained in Section 7.1.2 7.6.2 hereof, or (c) Borrower misdirects, misuses, misappropriates, or otherwise mishandles any Reserve Funds allocated for the Property or 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. 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 within six (6) months from the date of funding (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 shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 perform, or cause to be performed, the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event Schedule II, each as extended as a result of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofForce 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 III hereto, if any, Schedule II hereto 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 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."” 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 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 within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete complete, or cause IDOT Guarantor to complete, the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower or IDOT Guarantor, as applicable, does not complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) 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 reasonable 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 the each Individual Property set forth on such SCHEDULE III hereto, if any, Schedule II hereto to perform the Required Repairs for the Propertysuch Individual Property multiplied 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 7.5 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “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”."

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS")“Required Repairs”) and (b) the PIP Requirements set forth on Schedule XI hereto. Borrower shall cause Mortgage Borrower to complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE Schedule III. It Borrower shall be an Event of Default under this Agreement if (i) cause Mortgage Borrower does not to complete the PIP Requirements on or before the deadline for each PIP Requirement as set forth on Schedule XI. Borrower shall cause Mortgage Borrower to complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE III, Schedule III and (ii) Borrower does not satisfy complete the PIP Requirements at each condition contained in Section 7.1.2 hereofIndividual Property by the required 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 the each Individual Property set forth on such SCHEDULE Schedule III hereto, if any, 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, if any, Lender 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."accordance with Section 7.7

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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline for each repair date that is six (6) months from the Closing Date, or such earlier time as set forth specified on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 anyany (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 the repairs repair and remediation work at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule IX hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"work, collectively, the “Required Repairs and Remediation”). Borrower shall complete the Required Repairs and Remediation on or before the required deadline for each repair item as set forth on SCHEDULE IIISchedule IX. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property and Remediation by the required deadline for each repair item as set forth on SCHEDULE IIISchedule IX, and or (iib) Borrower does not satisfy each condition contained in Section 7.1.2 hereof7.1.2. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair and Remediation Funds from the Required Repair and Remediation Account and Lender may apply such funds either to completion of the Required Repairs at the Property and Remediation 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 and 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, Borrower shall deposit with Lender the amount for the Property set forth on such SCHEDULE III hereto, if any, Schedule IX hereto to perform the Required Repairs for the Propertyand Remediation multiplied by one hundred and five percent (105%). Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.5. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" the “Required Repair and Remediation Fund” and the account, if any, account in which such amounts are held shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNTthe “Required Repair and Remediation Account”."

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 within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete complete, or shall cause Mortgage Borrower to complete, the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofSchedule II hereto. 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 for the Property set forth on such SCHEDULE III hereto, if any, Schedule II hereto to perform the Required Repairs for the Propertymultiplied by one hundred ten percent (110%). Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.8 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “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."”

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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline for each repair date that is six (6) months from the Closing Date, or such earlier time as set forth specified on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 anyany (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) 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 the repairs at the Property, if any, as more particularly set forth on SCHEDULE Schedule III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”) within nine (9) months from the Closing Date (or such longer time as Borrower and Lender may mutually agree to). Borrower shall , 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, 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 required deadline date that is nine (9) months from the Closing Date, or such earlier time as specified on Schedule 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 estimated cost to complete such repairs as determined by Lender’s structural consultant, if any (less the amount allocated to the performance of Required Repairs for each repair 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 set forth on SCHEDULE IIIBorrower’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 Loan Agreement if Borrower does not either (i) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within twelve (12) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 (a) the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS")“Required Repairs”) and (b) the PIP Requirements set forth on Schedule XI hereto. Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE Schedule III. It Borrower shall be an Event of Default under this Agreement if (i) complete the PIP Requirements on or before the deadline for each PIP Requirement as set forth on Schedule XI. Borrower does not shall complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE III, Schedule III and (ii) Borrower does not satisfy complete the PIP Requirements at each condition contained in Section 7.1.2 hereofIndividual Property by the required 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 the each Individual Property set forth on such SCHEDULE Schedule III hereto, if any, 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, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.7 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."”

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"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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, Property as more particularly set forth on SCHEDULE III Schedule V hereto within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRSRequired Repairs"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. Schedule V. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule V (subject to an opportunuity to cure within thirty days of notice from Lender of such nonperformance, and except as otherwise set forth on Exhibit V), or (iib) Borrower 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, Schedule V hereto 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 7.5 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's ’s "REQUIRED REPAIR FUNDRequired Repair Fund" and the account, if any, account in which such amounts are held shall hereinafter be referred to as Borrower's ’s "REQUIRED REPAIR ACCOUNTRequired 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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRSRequired Repairs"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, provided, that if such repair cannot reasonably be completed by the required deadline for such repair and (ii) Borrower does not satisfy each condition contained 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 Section 7.1.2 hereofthe 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 III hereto, if any, Schedule II hereto 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 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."accordance with Section 7.5

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 nine (9) months from the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline date that is nine (9) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower shall deposit with Lender the amount for each repair as the Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 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 within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 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 shall deposit deposited with Lender the amount for the each Individual Property set forth on such SCHEDULE Schedule III hereto, if any, to perform for deposit by Lender into the Required Repairs for the PropertyRepair Account (hereinafter defined). Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.5 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”. 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 anyProperties, as more particularly set forth in each of the Physical Condition Reports, on SCHEDULE III hereto within six (6) months from the date of funding Appendix A therein (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIIdate six months after the Closing Date. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE IIIsuch repair, and or (iib) Borrower does not satisfy each condition contained in Section 7.1.2 hereofhereof 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 the each Individual Property set forth on such SCHEDULE Schedule III hereto, if any, hereto to perform the Required Repairs for the Propertysuch Individual Property multiplied 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 7.5 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower'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."

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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 IV hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIIIV. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIIIV, and (ii) Borrower 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 sum of $18,750, which sum represents 125% of the Property set forth on such SCHEDULE III hereto, if any, estimated cost to perform complete the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing accountRepairs. 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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the Closing Date (or such longer time as Borrower and Lender may mutually agree to). Borrower shall , 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 required deadline for each repair date that is six (6) months from the Closing Date, or such earlier time as set forth 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 estimated cost to complete such repairs 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"" within six (6) months from the Closing Date (or such longer time as Borrower and Lender may mutually agree to), or such earlier time as specified on SCHEDULE III. Borrower shall 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 required deadline for each repair date that is six (6) months from the Closing Date, or such earlier time as set forth 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 estimated cost to complete such repairs 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) Borrower 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 of $10,000.00, which amount represents one hundred twenty-five percent (125%) of the Property set forth on such SCHEDULE III hereto, if any, estimated cost 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 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”."

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II hereto, which period may be extended upon request of Borrower, provided Borrower is diligently pursuing such completion, such additional period not to exceed five (5) days. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II (as may be extended as set forth above), and 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 (ii60) days from the original required deadline, or (b) Borrower 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 amount Required Repairs Amount for payment of the Property set forth on such SCHEDULE III hereto, if any, to perform cost of the Required Repairs for the PropertyRepairs. Amounts so deposited with Lender, if any, Lender 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."accordance with Section 7.9

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 within six (6) months from the date of funding thereon (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule IV. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule IV, and or (iib) 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 Property 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 amount for the Property set forth on such SCHEDULE III hereto, if any, Required Repair Funds 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 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 “Required Repair Account."”

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE Schedule III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE Schedule III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE Schedule III, and (ii) Borrower 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 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" ’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."”

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 within six (6the Deposit to the Purchaser at the Closing, provided however, that interest shall be paid to the Seller upon delivery of the Deposit to the Seller on account of the Purchaser's breach. If the Purchaser is entitled to a refund of the Deposit under the terms of this Agreement, the Escrow Agent shall pay the interest to 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 Seller is a tax exempt entity under Section 501(c)(3) months from of the date of funding (such repairs hereinafter referred Internal Revenue Code. Purchaser represents that Purchaser's federal tax identification number is ___________. Purchaser agrees to as "REQUIRED REPAIRS"). Borrower shall complete execute and deliver to the Required Repairs Escrow Agent a W-9 form on or before the required deadline for each repair Closing certifying as set forth on SCHEDULE III. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at to 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 ACCOUNTfederal tax identification number."

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, 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"). Borrower shall complete the Required Repairs on or before the required deadline for each repair sum as set forth on SCHEDULE IIIpage one (1), which sum shall be retained by Landlord as security for the payment by Tenant of the rents and other sums herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. If Tenant fails to pay the Security Deposit, Landlord shall have the right to terminate this Lease and regain possession dismissed premises. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lenderis agreed that Landlord, at its Landlord's sole option, may withdraw all Required Repair Funds from at any time apply said sum or any part there afterward 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 rent and all other sums payable by Tenant under this Lease, and toward the performance of each and every of Tenant's covenants under this Lease, but such order, proportion covenants and priority as Lender may determine in its sole discretion. LenderTenant's right liability under this Lease shall thereby be discharged only to withdraw the extent that Landlord applies such sum and apply Required Repair Funds Tenant shall remain liable for any amounts that such sum shall be in addition insufficient to pay; that Landlord may exhaust any or 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. On new Landlord shall be responsible to the Closing Date, Borrower shall deposit with Lender the amount Tenant for the Property set forth on security deposit and its return, and the old Landlord shall, upon such SCHEDULE III heretotransfer, if any, to perform the Required Repairs be relieved by Tenant from all liability for the Propertyreturn of such security deposit. 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."Landlord Initials Tenant Initials

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”) within six (6) months from the date of funding (Closing Date, or such repairs hereinafter referred earlier time as specified on Schedule III. If Borrower has not delivered to as "REQUIRED REPAIRS"). Borrower shall complete the Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Properties set forth on SCHEDULE IIIsuch 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 Properties. 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” 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by Properties within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) 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 Property 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 the an amount for the Property set forth on such SCHEDULE III hereto, if any, equal to $288,000 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 accountaccordance with Section 7.9 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."”

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 within six (6) months from the date of funding (such maintenance, repairs and environmental remediation hereinafter collectively referred to as "REQUIRED REPAIRS"the “Required Repairs”). Borrower Borrowers shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule XII subject to Excusable Delay. It shall be an Event of Default under this Agreement if if, after notice 195 from Lender and a thirty (i30) 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 complete the Required Repairs at the its Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule XII subject to Excusable Delay, and or (iib) the applicable 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, Borrower Borrowers shall deposit with Lender the amount for the each Property set forth on such SCHEDULE III hereto, if any, Schedule XII hereto to perform the Required Repairs for such Property multiplied by one hundred fifteen percent (115%), the Property. Amounts 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, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.8 hereof. Amounts Such amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" Borrowers’ “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 ACCOUNTBorrowers’ “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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall (or shall cause Operating Company to) complete the Required Repairs on or before the required deadline for each repair as date that is set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if Borrower (ior Operating Company) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofsuch 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 the Property set forth on such SCHEDULE III hereto, if any, Schedule II hereto to perform (or have Operating Company perform) the Required Repairs for the PropertyRepairs. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.5 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”. 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 within six custodian or trustee of such Retirement Plan; (4) deposits subject to legal process but not including garnishments or deposits subject to tax levies; (5) deposits which have been reported as 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 date delivery of funding 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 (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It hereafter defined) and Buyer shall be an Event of Default under this Agreement if entitled to reject any such overdrafts for Deposits that have been overdrawn for five (i5) Borrower does not complete or more business days prior to the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower 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 Estimation Date in its sole discretion. Lender's right discretion by written notice delivered to withdraw and apply Required Repair Funds shall be in addition Seller not later than one day prior 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 . Any such SCHEDULE III hereto, if any, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, overdrafts rejected by Buyer shall be held retained 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 ACCOUNTSeller."

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, provided, however, that the time within 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 (but Borrower’s lack of funds in and of itself shall not be deemed a cause beyond the control of Borrower) (ii“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 III hereto, if any, Schedule II hereto 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 accountaccordance with Section 7.5 hereof. Amounts so deposited, if anytogether with all interest earned thereon, 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”."

Deposits. Borrower shall perform the repairs at the Property, if any, Property as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II hereto, as the same may be extended due to Unavoidable Delays. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II (as the same may be extended by Unavoidable Delays), and or (iib) Borrower 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 for the Property set forth on such SCHEDULE III hereto, if any, Schedule II hereto 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 7.5 hereof. Amounts so deposited, if any, deposited shall hereinafter be referred to as Borrower's "REQUIRED REPAIR FUND" ’s “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."”

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 within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It shall be an Event Schedule II, each as extended as a result of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofForce 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 III hereto, if any, Schedule II hereto 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 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."” 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. 104

Deposits. Borrower shall perform the repairs at the Property, if anyProperties, as more particularly set forth on SCHEDULE III Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) Borrower 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 the each Individual Property set forth on such SCHEDULE III hereto, if any, Schedule II hereto to perform the Required Repairs for the such Individual Property. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.5 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”."

Deposits. Each Borrower shall perform the repairs at the its 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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as its Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 Grantor 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 nine (9) months from the Closing Date, or such earlier time as specified on SCHEDULE III. Borrower shall complete the If Grantor has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline date that is nine (9) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Grantor shall deposit with Lender the amount for each repair as the Property set forth on such SCHEDULE IIIIII 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 Grantor's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Grantor's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Grantor does not either (i) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within twelve (12) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 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 within six (6) months from reasonably estimated by Lender. When the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). charges are fixed for the then current year or period, Borrower shall complete the Required Repairs deposit any deficiency on or before the required deadline for each repair as set forth on SCHEDULE IIIdemand. It All funds deposited with Lender 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 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 occur (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. 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 to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the amount documents necessary for the Property set forth payment of the foregoing charges at least ten (10) days prior to the date on such SCHEDULE III hereto, if any, to perform the Required Repairs for the Property. Amounts so deposited with Lender, if any, which each payment thereof 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 ACCOUNTfirst become due."

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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as the Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 PIP Requirements, repairs and environmental remediation at the Property, if anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto within six (6) months from the date of funding (such PIP Requirements, repairs and environmental remediation hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE Schedule III, which period of time shall be 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 the applicable Franchisor or Manager. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the each Individual Property by the required deadline for each repair and environmental remediation as set forth on SCHEDULE IIISchedule III (as such date may be extended as provided above), and or (iib) Borrower 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 the each Individual Property set forth on such SCHEDULE Schedule III hereto, if any, 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 PropertyPhysical 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, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.5 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”."

Deposits. Borrower shall perform the repairs at the its 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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as its Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 Schedule II hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule II. It shall be an Event of Default under this Agreement if (ia) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule II, and or (iib) 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 Property 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 the an amount for the Property set forth on such SCHEDULE III hereto, if any, equal to $1,995,691.38 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 accountaccordance with Section 7.9 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."”

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III IV hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIIIV. It shall be an Event of Default under this 66 Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIIIV, and (ii) Borrower 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 sum of $56,250, which sum represents 125% of the Property set forth on such SCHEDULE III hereto, if any, estimated cost to perform complete the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing accountRepairs. 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 IV hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Borrower shall complete or cause to be completed the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIISchedule IV. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIISchedule 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) Borrower does not satisfy each condition contained endanger any tenant, patron or other occupant of the Property or the general public and (iii) does not materially and adversely affect the value of the Property or result in Section 7.1.2 hereofa 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. 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 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 (except to 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 date such payment or installment is payable without interest or penalty. If Mortgagor has instituted and is diligently prosecuting appropriate administrative or judicial action to contest such taxes and assessments, and in the reasonable opinion of funding (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 repairs hereinafter referred contested charge, then, in lieu of such deposits, Mortgagor may furnish such surety bonds or other assurances as Mortgagee shall reasonably deem sufficient to as "REQUIRED REPAIRS")assure the payment of such taxes, assessments or charges. Borrower The amounts so deposited will be held by Mortgagee without interest and provided Mortgagor shall complete not be in default in the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE III. It performance of its obligations hereunder, shall be applied to payment of the aforementioned charges ("under protest", if applicable and if Mortgagor shall so request) as they become due and payable, to the extent Mortgagee shall have funds on hand. Upon the occurrence of an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIIMortgage, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. 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 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 ACCOUNTis continuing under this Mortgage."

Deposits. Borrower Grantor 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 nine (9) months from the Closing Date, or such earlier time as specified on SCHEDULE III. Borrower shall complete the If Grantor has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline date that is nine (9) months from the Closing Date, or such earlier time as specified on SCHEDULE III, Grantor shall deposit with Lender the amount for each repair as the Property set forth on such SCHEDULE IIIIII 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 Grantor's "REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held shall hereinafter be referred to as Grantor's "REQUIRED REPAIR ACCOUNT". It shall be an Event of Default under this Agreement if Grantor does not either (i) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within twelve (12) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 its 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 the Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower shall complete the has not delivered to Lender evidence reasonably satisfactory to Lender that it has completed all Required Repairs on or before the required deadline 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 each repair as its Property set forth on such SCHEDULE IIIIII 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) Borrower does not deposit with Lender the Required Repair Fund as set forth above, or (ii) complete the Required Repairs at the Property by within nine (9) months from the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofClosing 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. 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 anyProperties, as more particularly set forth on SCHEDULE Schedule III hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"“Required Repairs”). Except as a result of a force majeure, Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE Schedule III. It shall be an Event of Default under this Agreement if (ia) Borrower does not substantially complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE Schedule III, and or (iib) Borrower 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 the each Individual Property set forth on such SCHEDULE Schedule III hereto, if any, hereto to perform the Required Repairs for the such Individual Property. Amounts so deposited with Lender, if any, Lender shall be held by Lender in an interest bearing accountaccordance with Section 7.7 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”."

Deposits. Borrower shall perform the repairs at the Property, if any, as more particularly set forth on SCHEDULE III IV hereto within six (6) months from the date of funding (such repairs hereinafter referred to as "REQUIRED REPAIRS"). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on SCHEDULE IIIIV. It shall be an Event of Default under this Agreement if (i) Borrower does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on SCHEDULE IIIIV, and (ii) Borrower 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 sum of $ 0 , which sum represents 125% of the Property set forth on such SCHEDULE III hereto, if any, estimated cost to perform complete the Required Repairs for the Property. Amounts so deposited with Lender, if any, shall be held by Lender in an interest bearing accountRepairs. 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 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 within six (6) months from the date of funding (such repairs hereinafter collectively referred to as "REQUIRED REPAIRS"“Required Repairs”). Subject to Unavoidable Delays, Borrower and Baltimore Owner shall complete the Required Repairs on or before within the required deadline for each repair as time frames set forth on SCHEDULE IIISchedule 7.1.1 hereto. It shall be an Event of Default under this Agreement if (i) subject to Unavoidable Delays, Borrower does and Baltimore Owner do not complete the Required Repairs at the each Individual Property by the required deadline for each repair as set forth on SCHEDULE III, and (ii) Borrower does not satisfy each condition contained in Section 7.1.2 hereofdates. 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 the each Individual Property set forth on such SCHEDULE III hereto, if any, Schedule 7.1.1 hereto to perform the Required Repairs for the Propertysuch Individual Property multiplied by one hundred twenty-five percent (125%) (or a Letter of Credit in lieu thereof). Amounts so deposited with Lender, if any, Lender (or the proceeds of any Letter of Credit delivered in lieu thereof) shall be held by Lender in an interest bearing accountaccordance with Section 7.5 hereof. Amounts so deposited, if any, 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" ’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."”