Common use of Replacement Reserve Fund Clause in Contracts

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) either (A) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's ’s satisfaction, or (B) Anchor Tenant maintains the Property as required pursuant to the Anchor Tenant Lease. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or and otherwise maintain the Property to Lender's ’s satisfaction, or the failure of Anchor Tenant to maintain the Property as required pursuant to the Anchor Tenant Lease, as applicable, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. (a) Borrower shall pay to Lender on the Closing Date and be required, on each Payment Date one twelfth Date, to make a payment (or, in lieu of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"such payment, deliver a Letter of Credit) reasonably estimated by Lender in its sole discretion into an escrow account to accumulate funds to be due drawn upon for replacements and repairs required to be made to costs incurred in connection with Replacements at the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable areaProperties. Amounts so deposited (or the proceeds of such Letter of Credit) shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts (or proceeds) are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate ’s “Replacement Reserve Account.” The monthly deposit (the “Replacement Reserve Monthly Deposit”) shall be equal to the positive amount, if any, obtained by subtracting (a) the actual amount (the “Actual Amount”) incurred by Mortgage Borrower or Baltimore Owner for Replacements at the Properties during the month which is two (2) months prior to the month in which the applicable Replacement Reserve Monthly Deposit is due (the “Applicable Month”) from (b) the Gross Income from Operations from the Properties during the Applicable Month multiplied by four percent (4.0%) (or, in the case of casino revenues, one percent (1.0%) of Net Wins) (the amount necessary for determined pursuant to clause (b), the “Required Monthly Expenditure”). Borrower shall have broad discretion to cause the use of the Replacement Reserve Fund for legitimate Replacements at the Properties (including furnishings, fixtures and equipment in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, casinos, parking facilities and other public areas), provided that Borrower shall cause Mortgage Borrower and Baltimore Owner to spend not less than two percent (2%) of the Gross Income from time Operations attributable to timeits respective Individual Property (or, in the case of casino revenues, one percent (1.0%) of Net Wins) for Replacements at such Individual Property. Notwithstanding the foregoing flexibility to allocate the Replacement Reserve Fund among the Properties, upon the sale of any Individual Property, Borrower and may increase Baltimore Owner shall cause the monthly amounts required use of a portion of the applicable sale proceeds to be deposited make a payment into the Replacement Reserve Fund upon thirty Account, in an amount equal to the excess, if any, of (30i) days notice the aggregate Actual Amount such sold Individual Property from the date of this Agreement until the time of such sale less (ii) the aggregate Required Monthly Expenditures of such sold Individual Property during the same period, provided that such payment into the Replacement Reserve Account shall only be required in the event and to Borrower if Lender determines in its reasonable discretion the extent that the aggregate Actual Amount for Replacements at any Individual Property (other than such sold Individual Property or an increase is necessary Individual Property theretofore released pursuant to maintain the proper maintenance and operation provisions of Section 2.5 or 2.8 of the Property. Any Mortgage Loan Agreement) is less than the aggregate Required Monthly Expenditures of such Individual property during the corresponding period. (b) In the event that any Individual Property is released from the Lien of its related Mortgage, any amount held in the Replacement Reserve Account and allocated for the to such Individual Property shall be retained by released to the applicable Individual Borrower. Borrower covenants and agrees to provide Lender in an interest bearing account, or, at the option of evidence reasonably acceptable to Lender, in an Eligible Account at an Eligible Institution; PROVIDEDwithin thirty (30) days after the start of each calendar month, HOWEVER, that, any interest earned on said account shall accrue in said account of the Actual Amount for each Individual Property for the benefit of Borrowerimmediately preceding calendar month period. (For example, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything respect to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning payable on the Payment Date in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April (as defined hereinthe “Subject Month”) immediately following by May 30th.) In the date event the Actual Amount spent by Mortgage Borrower and Baltimore Owner in any given Subject Month exceeds the Required Monthly Expenditure (such amount, the “Excess”), Borrower and Baltimore Owner may request payment or reimbursement from the Replacement Reserve Account (or may request a reduction in the amount of any Letter of Credit delivered to Lender in lieu of a cash deposit to the Replacement Reserve Account) for the Excess, up to the amount of funds on deposit in the Replacement Reserve Account (or the undrawn balance of all Letters of Credit delivered pursuant to Section 7.3.1); provided, however, at no time shall Borrower be entitled to receive funds (or reduce the amount of any Letter of Credit) in excess of the Actual Amount for the applicable Subject Month. To the extent the Replacement Reserve Account has no funds on deposit or there are no outstanding Letters of Credit or the aggregate amount of such noticefunds and the undrawn balance of outstanding Letters of Credit is less than the amount of the Excess, Borrower will be permitted to carry forward the amount of the Excess that was not paid or reimbursed (such amount, the “Shortfall”) as a credit against future Replacement Reserve Monthly Deposits until the Shortfall is exhausted. In other words, Borrower shall be reimbursed for the cost of Replacements relating to any Individual Property first by reduction of the current month’s Replacement Reserve Monthly Deposit, second from any funds on deposit in the Replacement Reserve Account (and by reductions in the amount of Letters of Credit delivered to Lender in lieu of cash deposits) (using first the funds and then reductions in the Letters of Credit), and third as an ongoing credit toward future months’ required Replacement Reserve Monthly Deposits until Borrower has been fully reimbursed for the cost of all Replacements from the beginning of the first Subject Month to date.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". ." Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned accrued on said account shall accrue the amounts on deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and Fund shall be disbursed in accordance with to Borrower no more than once per calendar year upon the terms hereofwritten request of Borrower. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on each Payment Date after the Closing Date and on each an amount equal to four percent (4%) of Gross Income from Operations of the calendar month occurring two (2) calendar months prior to the calendar month of the Payment Date one twelfth of on which such deposit is required (a) relating to Individual Properties located in the amount United States (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated “Domestic Replacement Reserve Monthly Deposit”), which amounts shall be deposited into an account in the United States controlled by Lender (the “Domestic Replacement Reserve Account”) and (b) relating to the Canadian Properties (the “Canadian Replacement Reserve Monthly Deposit”, and together with the Domestic Replacement Reserve Monthly Deposit, the “Replacement Reserve Monthly Deposit”), which amounts shall be deposited into an account in its sole discretion Canada controlled by Lender and denominated in Canadian dollars (the “Canadian Replacement Reserve Account”; and together with the Domestic Replacement Reserve Account, the “Replacement Reserve Account”) to be due for replacements fund the costs of replacements, repairs, furniture, fixtures and repairs hotel equipment required to be made to the Property Properties and the Improvements during the calendar year (collectively, the "REPLACEMENTS"“Replacements”); provided, which Replacement Reserve Monthly Deposit however, Replacements shall not include expense items that otherwise would be expensed in an amount equal the operating statements of the Properties pursuant to no less than $0.15 per year per square foot the Uniform System of gross leasable areaAccounts. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and ’s “Replacement Reserve Fund”. An amount equal to a pro rata amount (based on the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate relative Release Amounts) of the amount necessary for the Replacement Reserve Fund from time to timeFund, and may increase the monthly amounts required to if a positive amount, shall be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if retained by Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for credited toward the Property shall be retained future Replacement Reserves Monthly Deposits required by Lender hereunder in the event an interest bearing account, or, at Individual Property is released from the option Lien of Lender, its related Security Instrument in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, accordance with Section 2.5 of the Mortgage Loan Agreement and Section 2.5 hereof. In lieu of any interest earned Replacement Reserve Monthly Deposit or in substitution of any portion of the amount on said account shall accrue deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and Borrower may deliver one or more Letters of Credit to Lender. Amounts on deposit in the Replacement Reserve Account that are not expended in any given Fiscal Year shall be available to be disbursed in accordance with Section 7.3.2 below for the terms hereof. Notwithstanding anything to the contrary cost of Replacements in this Section 7.3, Borrower any subsequent Fiscal Year provided that any such non-expended balance shall not be required deemed to reduce Borrower’s obligation to make Replacement Reserve Monthly Deposits, provided that: (i) no Event the full amount of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (during any subsequent Fiscal Year as defined herein) immediately following the date of such noticeand when due under this Section 7.3.1.

Replacement Reserve Fund. Borrower shall pay to Lender (a) on the Closing Date an initial deposit of $7,256.00 and (b) on each Payment Date one twelfth of the amount thereafter $7,256.00 (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) which amounts are reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the any Individual Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Notwithstanding the aforementioned, the aggregate amount of the Replacement Reserve Fund shall not exceed $435,339.00 in the aggregate (the “Replacement Reserve Cap”) on any Payment Date (after giving effect to the payment of the Replacement Reserve Monthly Deposit) and accordingly, to the extent a Replacement Reserve Monthly Deposit would result in the aggregate amount of Replacement Reserve Funds in the Replacement Reserve Account to exceed the Replacement Reserve Cap, such Replacement Reserve Monthly Deposit shall be decreased by an amount equal to such excess. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, (or any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeportion thereof).

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and (i) on each Payment Date one twelfth of the during a Cash Trap Period an amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made equal to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in and (ii) if a Cash Trap Period does not exist, on the first Payment Date of each calendar quarter, an amount equal to no less than $0.15 per year per square foot the lesser of gross leasable area(x) the Replacement Reserve Current Year Lookback Deficiency and (y) the Replacement Reserve Five Year Lookback Deficiency (the “Replacement Reserve Quarterly Deposit”). The funds on deposit in the Replacement Reserve Account (as defined below) shall be used to fund the cost of Replacements, PIP Work and Brand Mandated Work; provided, however, that Replacements shall not include expense items that would otherwise be expensed in the operating statements of any Individual Property pursuant to GAAP (unless such expense items are unanticipated repair and maintenance expenses in connection with Replacements not contemplated by the Annual Budget) and provided, further, that, for so long as any Individual Property is managed by (x) a Brand Manager in accordance with a Brand Management Agreement and/or (y) a Casino Operator in accordance with a Casino Management Agreement, the amounts required to be funded as a Replacement Reserve Monthly Deposit or a Replacement Reserve Quarterly Deposit shall be reduced on a dollar-for-dollar basis by any amounts deposited into a Manager Account for Replacements, PIP Work or Brand Mandated Work for the applicable calendar months as set forth in the Annual Budget and required pursuant to the terms of the Brand Management Agreement and/or Casino Management Agreement if Borrower delivers evidence reasonably satisfactory to Lender that such deposit has been made. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the ’s “Replacement Reserve Fund from time to timeAccount”. In the event an Individual Property is released in accordance with the terms and provisions of this Agreement, provided that no Event of Default has occurred and may increase the monthly amounts required to be deposited is continuing, Lender shall deposit into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount Cash Management Account any amounts then held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing accountto such Release Property, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall to be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeCash Management Agreement.

Replacement Reserve Fund. Borrower shall pay to Lender (a) on the Closing Date an initial deposit and (b) on each Payment Date one twelfth thereafter an amount equal to the Replacement Reserve Monthly Deposit to fund the cost of Replacements; provided, however, that Replacements shall not include expense items that otherwise would be expensed in the operating statements of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made Property pursuant to the Uniform System of Accounts, and provided further, that for so long as Borrower is or is causing Mortgage Borrower or Operating Lessee to maintain the Property during in accordance with the calendar year (collectivelyManagement Agreement, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be reduced on a dollar-for-dollar basis by any amounts deposited into the Manager FF&E Reserve Account for Replacements or PIP for the applicable calendar month as set forth in an amount equal the Annual Budget and required pursuant to no less than $0.15 per year per square foot of gross leasable areathe Management Agreement, to the extent that Lender shall have received evidence reasonably satisfactory to Lender that such deposit has been made. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days days’ notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. (a) Borrower shall pay to Lender on the Closing Date and on each Payment Date following the occurrence of a Securitization or Syndication, the Replacement Reserve Monthly Deposit for (i) replacement of FF&E and (ii) capital repairs, replacements and improvements necessary to keep the Property in the same order and repair as of the date hereof or in the condition required pursuant to the Operating Lease, the Management Agreement, Franchise Agreement or Approved Capital Budget or prevent deterioration of the Property, including but not limited to the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and door ways, windows, elevators and mechanical and HVAC equipment (collectively, the “Replacements”). Borrower covenants and agrees to provide Lender evidence reasonably acceptable to Lender, within thirty (30) days after the start of each calendar month, of the Actual Amount for the Property for the immediately preceding calendar month (for example, with respect to the Replacement Reserve Monthly Deposit payable on the Payment Date occurring in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April on or prior to May 30). (b) In the event the Actual Amount spent by Borrower for FF&E and other Replacements to the Property in any given Subject Month exceeds one twelfth of the Required Expenditure Amount or the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion budgeted to be due for replacements and repairs required to be made spent in the Subject Month pursuant to the Property during Approved Capital Budget, as applicable pursuant to the calendar year (collectively, last paragraph of the "REPLACEMENTS"), which definition of “Replacement Reserve Monthly Deposit Deposit” (such amount, the “Excess Expenditure Amount”), Borrower shall be permitted to carry forward the amount of the Excess Expenditure Amount (to the extent that such amount has not been reimbursed from the Replacement Reserve Account or otherwise credited to any subsequent Replacement Reserve Monthly Deposits) as a reduction to subsequent Replacement Reserve Monthly Deposits in an amount equal the applicable Fiscal Year, until such Excess Expenditure Amount has been exhausted, it being understood that, to no less than $0.15 per year per square foot the extent that any portion of gross leasable area. such Excess Expenditure Amount remains to be credited, such portion of the Excess Expenditure Amount shall not be credited once a new Fiscal Year has commenced. (c) Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the ’s “Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice”.

Replacement Reserve Fund. (a) Borrower shall pay to Lender on the Closing Date and on each Payment Date following the occurrence of a Securitization or Syndication, with respect to each Individual Property, the Replacement Reserve Monthly Deposit for (i) replacement of FF&E and (ii) capital repairs, replacements and improvements necessary to keep the Property in the same order and repair as of the date hereof or in the condition required pursuant to the Operating Lease, the Management Agreement, Franchise Agreement or Approved Capital Budget or prevent deterioration of the Property, including but not limited to the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and door ways, windows, elevators and mechanical and HVAC equipment (collectively, the “Replacements”). Borrower covenants and agrees to provide Lender evidence reasonably acceptable to Lender, within thirty (30) days after the start of each calendar month, of the Actual Amount for the Property for the immediately preceding calendar month (for example, with respect to the Replacement Reserve Monthly Deposit payable on the Payment Date occurring in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April on or prior to May 30). (b) In the event the Actual Amount spent by Borrower for FF&E and other Replacements to the Property in any given Subject Month exceeds one twelfth of the Required Expenditure Amount or the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion budgeted to be due for replacements and repairs required to be made spent in the Subject Month pursuant to the Property during Approved Capital Budget, as applicable pursuant to the calendar year (collectively, last paragraph of the "REPLACEMENTS"), which definition of “Replacement Reserve Monthly Deposit Deposit” (such amount, the “Excess Expenditure Amount”), Borrower shall be permitted to carry forward the amount of the Excess Expenditure Amount (to the extent that such amount has not been reimbursed from the Replacement Reserve Account or otherwise credited to any subsequent Replacement Reserve Monthly Deposits) as a reduction to subsequent Replacement Reserve Monthly Deposits in an amount equal the applicable Fiscal Year, until such Excess Expenditure Amount has been exhausted, it being understood that, to no less than $0.15 per year per square foot the extent that any portion of gross leasable area. such Excess Expenditure Amount remains to be credited, such portion of the Excess Expenditure Amount shall not be credited once a new Fiscal Year has commenced. (c) Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the ’s “Replacement Reserve Fund, ” and shall be disbursed in accordance with the terms hereof. Notwithstanding anything allocated to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains Individual Property from which the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeamounts deposited derive.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 0.l5 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". ." Lender may reassess its estimate of the amount necessary 56 for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned accrued on said account shall accrue the amounts on deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and Fund shall be disbursed in accordance with to Borrower no more than once per calendar year upon the terms hereofwritten request of Borrower. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Subject to Section 4.2(3), Administrative Agent will apply the funds in the Replacement Reserve Account to reimburse Borrower shall pay to Lender on or the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due applicable Property Guarantor for replacements and repairs Capital Expenditures which are required to be made to the Property during the calendar year Individual Properties (collectively, the "REPLACEMENTS"“Replacements”), which . Amounts deposited into the Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited Account shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" the “Replacement Reserve Fund”. Administrative Agent shall, upon written request from Borrower and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate satisfaction of the amount necessary for requirements set forth in this Section 4.1(5), disburse to Borrower or the applicable Property Guarantor amounts from the Replacement Reserve Fund Account necessary to reimburse Borrower or such Property Guarantor for the actual costs upon completion of such Replacements (or, upon partial completion in the case of Replacements requiring periodic payments pursuant to terms of a written contract as described below). In no event shall Administrative Agent be obligated to disburse funds from time the Replacement Reserve Account if an Enforcement Action then exists. Each request for disbursement from the Replacement Reserve Account shall be in the form of a summary spreadsheet reasonably acceptable to timeAdministrative Agent and shall specify (a) the specific Replacements for which the disbursement is requested and (b) the items and/or services for which the disbursement is being requested and costs thereof. Upon request of the Administrative Agent, Borrower shall provide copies of invoices for all items or materials purchased and all contracted labor or services provided and, unless, at the request of Borrower, Administrative Agent has agreed to issue joint checks payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with a particular Replacement, each request shall include evidence reasonably satisfactory to Administrative Agent of payment of all such amounts (or a certificate of a Responsible Officer of Borrower confirming that all such amounts have been paid or will be paid from the proceeds of the requested disbursement). Except in the case of Replacements requiring periodic payments pursuant to terms of a written contract as described below, each request for disbursement from the Replacement Reserve Account shall be made only after completion of the Replacement for which disbursement is requested. Borrower shall provide Administrative Agent evidence of completion satisfactory to Administrative Agent in its reasonable judgment. With respect to disbursements for Capital Expenditures relating to (x) any single contract requiring payments in excess of $250,000 (whether disbursed in a lump sum or multiple installments) or (y) any group of capital improvements being contemporaneously undertaken with respect to an Individual Property and costing in excess of $2,000,000 in the aggregate or (z) any group of capital improvements being contemporaneously undertaken with respect to the Individual Properties in the aggregate and costing in excess of $5,000,000, as a condition to any disbursement, Administrative Agent may require Borrower to obtain conditional Lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an aggregate amount equal to or greater than $250,000 for completion of its work or delivery of its materials with respect to such capital improvement. Any Lien waiver delivered hereunder shall conform to the requirements of Applicable Law and shall cover all work performed and materials supplied (including equipment and fixtures) for the applicable Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). If the contractor performing such Replacement requires periodic payments pursuant to terms of a written contract, a request for reimbursement from the Replacement Reserve Account may be made after completion of a portion of the work under such contract, provided that (i) such contract requires payment upon completion of such portion of the work, (ii) all other applicable conditions in this Section 4.1(5) for disbursement have been satisfied, and may increase (iii) funds remaining in the Replacement Reserve Account are, in Administrative Agent’s judgment, sufficient to complete such Replacement and other Replacements when required (taking into account subsequent monthly amounts required to be deposited installments into the Replacement Reserve Fund upon Account). Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $25,000. Upon Administrative Agent’s request, Borrower or such Property Guarantor shall collaterally assign any contract or subcontract providing labor or materials in connection with Replacements costing, in the aggregate, in excess of $2,500,000 to Administrative Agent for the benefit of the Lenders. Borrower and such Property Guarantor shall permit Administrative Agent’s agents and representatives (including Administrative Agent’s engineer, architect, or inspector) or third parties making Replacements pursuant to this Section 4.1(5) to enter onto such Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Replacements and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Replacements which are or may be kept at such Property, and to complete any Replacements made pursuant to this Section 4.1(5). Borrower and such Property Guarantor shall cause all contractors and subcontractors to cooperate with Administrative Agent’s representatives or such other Persons described above in connection with inspections described above or the completion of Replacements pursuant to this Section 4.1(5). With respect to disbursements in excess of $500,000 in any month or $1,500,000 in any consecutive three month period, Administrative Agent may require an inspection of such Property at Borrower’s expense prior to making a monthly disbursement from the Replacement Reserve Account in order to verify completion of the Replacements for which reimbursement is sought. Administrative Agent may require that such inspection be conducted by an appropriate independent qualified professional selected by Administrative Agent and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Administrative Agent prior to the disbursement of any amounts from the Replacement Reserve Account. Administrative Agent shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Administrative Agent or by an independent qualified professional, provided that during the continuance of any Event of Default, such expense shall be paid by Borrower. The Replacements and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialmen’s or other Liens. Before each disbursement from the Replacement Reserve Account in excess of $1,000,000, Administrative Agent may require Borrower to provide Administrative Agent with a search of title to the Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s Liens or other Liens of any nature have been placed against such Property since the date of recordation of the Mortgage and that title to such Property is free and clear of all Liens (other than the Lien of the Mortgage and other Permitted Encumbrances). All Replacements shall comply in all material respects with all Applicable Law and all applicable insurance requirements including applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under Applicable Law in connection with a particular Replacement. All such policies shall be in form and amount reasonably satisfactory to Administrative Agent. All such policies which can be endorsed with standard mortgagee clauses making loss payable to Administrative Agent or its assigns shall be so endorsed. Certified copies of such policies shall be delivered to Administrative Agent. It shall be an Event of Default if Borrower or any Property Guarantor fails to comply with any provision of this Section 4.1(5) and such failure is not cured within thirty (30) days after notice from Administrative Agent. Upon an Enforcement Action, Administrative Agent may use the Replacement Reserve Fund (or any portion thereof) for any purpose, including completion of the Replacements or for any other repair or replacement to Borrower if Lender determines such Property or toward payment of the Debt in such order, proportion and priority as Administrative Agent may determine in its reasonable discretion that an increase is necessary sole discretion. Administrative Agent’s right to maintain withdraw and apply the proper maintenance Replacement Reserve Funds shall be in addition to all other rights and operation remedies provided to Administrative Agent under this Agreement and the other Loan Documents. Nothing in this Agreement shall obligate Administrative Agent to apply all or any portion of the PropertyReplacement Reserve Fund on account of an Event of Default to payment of the Debt or in any specific order or priority. Any amount held The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower or any Property Guarantor from its obligation to fulfill all preservation and allocated maintenance covenants in the Loan Documents. Any amount remaining in the Replacement Reserve Account after the Debt has been paid in full or immediately following the Cure Event for the Property applicable Trigger Event (provided no Event of Default or other Trigger Event is then continuing) shall be retained by Lender returned to Borrower promptly upon Borrower’s request. Upon Administrative Agent’s request, Borrower or such Property Guarantor shall assign any contract or subcontract providing labor or materials in an interest bearing account, or, at the option of Lenderconnection with Replacements costing, in an Eligible Account at an Eligible Institution; PROVIDEDthe aggregate, HOWEVER, that, any interest earned on said account shall accrue in said account excess of $2,500,000 to Administrative Agent for the benefit of the Lenders. Borrower and such Property Guarantor shall permit Administrative Agent’s agents and representatives (including Administrative Agent’s engineer, architect, or inspector) or third parties making Replacements pursuant to this Section 4.1(5) to enter onto such Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Replacements and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Replacements which are or may be kept at such Property, and to complete any Replacements made pursuant to this Section 4.1(5). Borrower and such Property Guarantor shall cause all contractors and subcontractors to cooperate with Administrative Agent’s representatives or such other Persons described above in connection with inspections described above or the completion of Replacements pursuant to this Section 4.1(5). Administrative Agent may require an inspection of such Property at Borrower’s expense prior to making a monthly disbursement from the Replacement Reserve Account in order to verify completion of the Replacements for which reimbursement is sought. Administrative Agent may require that such inspection be conducted by an appropriate independent qualified professional selected by Administrative Agent and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Administrative Agent prior to the disbursement of any amounts from the Replacement Reserve Account. Administrative Agent shall pay the expense of the inspection as required hereunder, but whether such inspection is conducted by Administrative Agent or by an independent qualified professional, provided that during the continuance of any Event of Default, such expense shall remain be paid by Borrower. The Replacements and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialmen’s or other Liens. Before each disbursement from the Replacement Reserve Account in excess of $1,000,000, Administrative Agent may require Borrower to provide Administrative Agent with a search of title to the Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s Liens or other Liens of any nature have been placed against such Property since the date of recordation of the Mortgage and constitute part that title to such Property is free and clear of all Liens (other than the Lien of the Mortgage and other Permitted Encumbrances). All Replacements shall comply in all material respects with all Applicable Law and all applicable insurance requirements including applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under Applicable Law in connection with a particular Replacement. All such policies shall be in form and amount reasonably satisfactory to Administrative Agent. All such policies which can be endorsed with standard mortgagee clauses making loss payable to Administrative Agent or its assigns shall be so endorsed. Certified copies of such policies shall be delivered to Administrative Agent. It shall be an Event of Default if Borrower or any Property Guarantor fails to comply with any provision of this Section 4.1(5) and such failure is not cured within thirty (30) days after notice from Administrative Agent. Upon an Enforcement Action, Administrative Agent may use the Replacement Reserve Fund (or any portion thereof) for any purpose, including completion of the Replacements or for any other repair or replacement to such Property or toward payment of the Debt in such order, proportion and priority as Administrative Agent may determine in its sole discretion. Administrative Agent’s right to withdraw and apply the Replacement Reserve Funds shall be in addition to all other rights and remedies provided to Administrative Agent under this Agreement and the other Loan Documents. Nothing in this Agreement shall obligate Administrative Agent to apply all or any portion of the Replacement Reserve Fund, and shall be disbursed Fund on account of an Event of Default to payment of the Debt or in accordance with any specific order or priority. The insufficiency of any balance in the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower Replacement Reserve Account shall not be required relieve Borrower or any Property Guarantor from its obligation to make fulfill all preservation and maintenance covenants in the Loan Documents. Any amount remaining in the Replacement Reserve Monthly Deposits, Account after the Debt has been paid in full or immediately following the Cure Event for the applicable Trigger Event (provided that: (i) no Event of Default or other Trigger Event is then continuing) shall have occurred; and (ii) be returned to Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticepromptly upon Borrower’s request.

Replacement Reserve Fund. Borrower Beginning on the date the first constant monthly payment is due under the Note, and on the first day of each calendar month thereafter for thirty-six (36) consecutive months, Mortgagor shall pay to Lender on the Closing Date and on each Payment Date one Mortgagee an amount equal to one-twelfth of the amount $40,344.96 (the "REPLACEMENT RESERVE MONTHLY DEPOSITReplacement Deposit") reasonably ), the amount estimated by Lender Mortgagee in its sole discretion to be due for replacements and repairs required to be made to the Mortgaged Property during the calendar year for the replacements and repairs deemed reasonably necessary by Mortgagee (collectively, the "REPLACEMENTSReplacement Reserve Fund"), . In the event thereafter the aggregate sum of Replacement Deposits which Replacement Reserve Monthly Deposit shall be remain undisbursed in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time falls below $121,035.00, Mortgagor's obligation to time, and may increase make Replacement Deposits shall resume until the monthly amounts required to be deposited into aggregate sum of Replacement Deposits which remain undisbursed in the Replacement Reserve Fund upon thirty equals or exceeds $121,035.00. Mortgagor hereby pledges (30and grants a lien and security interest) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain Mortgagee any (a) the proper maintenance nature and operation type of the Propertyrelated replacement or repair, (b) that the related replacement or repair has been completed in a good and workmanlike manner, and (c) that the related replacement or repair has been paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full from the requested disbursement) and, if required by Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Any amount held disbursement by Mortgagee hereunder for a capital item in excess of $10,000 and not already paid for by Mortgagor, shall be made by joint check, payable to Mortgagor and the applicable contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with such capital item. Mortgagee may require an inspection of the Mortgaged Property at Mortgagor's expense prior to making a disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Reserve Account and allocated Fund is solely for the Property shall be retained by Lender in an interest bearing account, or, at protection of Mortgagee and entails no responsibility or obligation on Mortgagee's part beyond the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part payment of the Replacement Reserve Fund, costs and shall be disbursed expenses described in this section in accordance with the terms hereofhereof and beyond the allowing of due credit for the sums actually received. Notwithstanding anything to The Replacement Reserve Fund shall be held in an interest bearing account in Mortgagee's name at a financial institution selected by Mortgagee in its sole discretion. All earnings or interest on the contrary Replacement Reserve Fund shall be and become part of such Replacement Reserve Fund and shall be disbursed as provided in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction6. Upon notice from Lender following: (a) the occurrence of an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into Mortgagee may apply any sums then present in the Replacement Reserve Fund beginning on to the Payment Date (as defined herein) immediately following payment of the date Debt in any order in its sole discretion. Upon payment of such noticethe Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any amounts remaining in the Replacement Reserve Fund shall be promptly thereafter refunded to Mortgagor. The Replacement Reserve Fund shall not constitute a trust fund and may be commingled with other monies held by Mortgagee.

Replacement Reserve Fund. Borrower In accordance with the terms of the Cash Management Agreement, beginning on the date the first constant monthly payment is due under the Note, and on the first day of each calender month thereafter, Mortgagor shall pay to Lender on the Closing Date and on each Payment Date one Mortgagee an amount equal to one-twelfth of $65,307, the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender Mortgagee in its sole discretion to be due for replacements and repairs required to be made to the Mortgaged Property during the calendar year for the replacements and repairs deemed reasonably necessary by Mortgagee (collectively, the "REPLACEMENTSReplacement Reserve Fund"), which . Mortgagor hereby pledges (and grants a lien and security interest) to Mortgagee any and all monies now or hereafter deposited in the Replacement Reserve Monthly Deposit Fund as additional security for the payment of the Debt. As required in Section 17 below, Xxxxxxxxx shall deliver to Mortgagee for Mortgagee's review and approval, a capital expenditure budget (the "Budget") itemizing the replacements and capital repairs which are anticipated to be in an amount equal made to no less than $0.15 per year per square foot of gross leasable areathe Mortgaged Property during the next immediately succeeding calendar year. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and Notwithstanding the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender foregoing, Mortgagee may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, time and in its reasonable discretion may increase adjust the monthly amounts required to be deposited into the Replacement Reserve Fund upon after giving thirty (30) days notice to Borrower if Lender determines in its reasonable discretion Mortgagor. Provided that an increase is necessary to maintain the proper maintenance no Event of Default shall exist and operation of the Property. Any amount held in remain uncured, Mortgagee shall make disbursements from the Replacement Reserve Account Fund as requested, in writing by Xxxxxxxxx, and allocated approved by Mortgagee in its sole discretion, on monthly basis in increments of no less than $2,500 upon delivery by Mortgagor of copies of paid invoices (or with respect to requests in excess of $10,000, unpaid invoices) for the Property amounts requested, a certification from Mortgagor stating: (a) the nature and type of the related replacement or repair, (b) that the related replacement or repair has been completed in a good and workmanlike manner, and (c) that the related replacement or repair has been paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full from the requested disbursements) and, if required by Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Any disbursement by Mortgagee hereunder for a capital item in excess of $10,000 and not already paid for by Mortgagor, shall be retained made by Lender joint check, payable to Mortgagor and the applicable contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with such capital item. Mortgagee may require an interest bearing account, or, inspection of the Mortgaged Property at the option Mortgagor's expense prior to making a disbursement in order to verify completion of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account replacements and repairs for which reimbursement is sought. The Replacement Reserve Fund is solely for the benefit protection of Borrower, but shall remain in Mortgagee and constitute entails no responsibility or obligation on Mortgagee's part beyond the payment of the Replacement Reserve Fund, costs and shall be disbursed expenses described in this section in accordance with the terms hereofhereof and beyond the allowing of due credit for the sums actually received. Notwithstanding anything to The Replacement Reserve Fund shall be held in a Collateral Account account in Mortgagee's name as provided in the contrary Cash Management Agreement. All earnings or interest on the Replacement Reserve Fund shall be and become part of such Replacement Reserve Fund and shall be disbursed as provided in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction6. Upon notice from Lender following: (a) the occurrence of an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into Mortgagee may apply any sums then present in the Replacement Reserve Fund beginning on to the Payment Date (as defined herein) immediately following payment of the date Debt in any order in its sole discretion. Upon payment of such noticethe Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any amounts remaining in the Replacement Reserve Fund shall be refunded to Mortgagor. The Replacement Reserve Fund shall not constitute a trust fund and may be commingled with other monies held by Mortgagee.

Replacement Reserve Fund. Borrower If required by Mortgagee, Mortgagor shall enter into a Replacement Reserve Agreement which shall require Mortgagor to pay to Lender Mortgagee on the Closing Date and on first day of each Payment Date calendar month one twelfth (1/12) of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion Mortgagee to be due for the replacements and capital repairs required to be made to the Mortgaged Property during the each calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held "). Mortgagee shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for make disbursements from the Replacement Reserve Fund for items specified in the Replacement Reserve Agreement as set forth in such Agreement. Mortgagee may require an inspection of the Mortgaged Property prior to making a disbursement in order to verify completion of replacements and repairs. Mortgagee reserves the right to make any disbursement from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty directly to the party furnishing materials and/or services. Notwithstanding the foregoing, provided: (30W) days notice to Borrower if Lender determines in its reasonable discretion that an increase no Event of Default has occurred and is necessary to maintain the proper maintenance and operation continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (X) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property. Any amount held , (Y) Mortgagor has complied in full with all obligations set forth in this Mortgage and in the Replacement Reserve Account other Loan Documents regarding maintaining the Mortgaged Property, including without limitation maintaining the Mortgaged Property in good order and allocated for repair, and (Z) inspections of the Mortgaged Property shall be retained by Lender in an interest bearing account, or, at do not uncover the option necessity of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of creating or reinstating the Replacement Reserve Fund, and shall be disbursed in accordance with Mortgagee's sole discretion, then Mortgagee will not require Mortgagor to make the terms hereof. Notwithstanding anything deposits referred to the contrary in this Section 7.3, Borrower shall not be subsection (b). In the event Mortgagor is hereafter required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property deposits referred to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or in this subsection (b) on account of Mortgagor's failure to satisfy all of the failure requirements of Borrower the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to make necessary Replacements or otherwise maintain promptly execute and deliver to Mortgagee a written agreement for the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date making of such noticedeposits in the future.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one one-twelfth (1/12) of an annualized amount equal to $0.15 per gross leasable square foot at the amount Property (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in Notwithstanding the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Depositsforegoing, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains exist, in the event that Lender determines, in its reasonable discretion, that the Property to Lender's satisfaction. Upon notice from is being maintained at a standard required under any applicable Lease and consistent with similar properties owned by other national office and warehouse property owners operating in the market in which the Property is located, Lender following: (a) an Event of Default; or (b) waives the failure of requirement set forth herein for Borrower to make necessary Replacements or otherwise maintain the Property Replacement Reserve Monthly Deposit, provided, however, Lender expressly reserves the right to Lender's satisfaction, require Borrower shall begin to deposit make the Replacement Reserve Monthly Deposit into if an Event of Default shall exist, or Lender determines that the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeProperty is not being so maintained.

Replacement Reserve Fund. Borrower or Grantor shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower or Grantor shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's ’s satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's ’s satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Each Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the its Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an 68 Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower Beginning on the date the first constant monthly payment is due under the Note, and on the first day of each calendar month thereafter, Mortgagor shall pay to Lender on the Closing Date and on each Payment Date one Mortgagee an amount equal to one-twelfth of $22,969.00, the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender Mortgagee in its sole discretion to be due for replacements and repairs required to be made to the Mortgaged Property during the calendar year for the replacements and repairs deemed reasonably necessary by Mortgagee (collectively, the "REPLACEMENTSReplacement Reserve Fund"), which . Mortgagor hereby pledges (and grants a lien and security interest) to Mortgagee any and all monies now or hereafter deposited in the Replacement Reserve Monthly Deposit Fund as additional security for the payment of the Debt. As required in Section 17 below, Mortgagor shall deliver to Mortgagee for Mortgagee's review and approval, a capital expenditure budget (the "Budget") itemizing the replacements and capital repairs which are anticipated to be made to the Mortgaged Property during the next immediately succeeding calendar year. Provided that no Event of Default shall exist and remain uncured, Mortgagee shall make disbursements from the Replacement Reserve Fund as requested, in an amount equal to writing, by Mortgagor, and approved by Mortgagee in its sole discretion, on a monthly basis in increments of no less than $0.15 per year per square foot 2,500 upon delivery by Mortgagor of gross leasable areacopies of paid invoices (or with respect to requests in excess of $10,000, unpaid invoices) for the amounts requested, a certification from Mortgagor stating: (a) the nature and type of the related replacement or repair, (b) that the related replacement or repair has been completed in a good and workmanlike manner and (c) that the related replacement or repair has been paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full from the requested disbursement) and, if required by Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Amounts so deposited Any disbursement by Mortgagee hereunder for a capital item in excess of $10,000 and not already paid for by Mortgagor, shall hereinafter be referred made by joint check, payable to as Borrower's "REPLACEMENT RESERVE FUND" Mortgagor and the account applicable contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in which connection with such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"capital item. Lender Mortgagee may reassess its estimate require an inspection of the amount necessary Mortgaged Property at Mortgagor's expense prior to making a disbursement in order to verify completion of replacements and repairs for the which reimbursement is sought. The Replacement Reserve Fund from time to time, is solely for the protection of Mortgagee and may increase entails no responsibility or obligation on Mortgagee's part beyond the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation payment of the Property. Any amount held costs and expenses described in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed this section in accordance with the terms hereofhereof and beyond the allowing of due credit for the sums actually received. Notwithstanding anything to The Replacement Reserve Fund shall be held in an interest bearing account in Mortgagee's name at a financial institution selected by Mortgagee in its sole discretion. All earnings or interest on the contrary Replacement Reserve Fund shall be and become part of such Replacement Reserve Fund and shall be disbursed as provided in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction6. Upon notice from Lender following: (a) the occurrence of an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into Mortgagee may apply any sums then present in the Replacement Reserve Fund beginning on to the Payment Date (as defined herein) immediately following payment of the date Debt in any order in its sole discretion. Upon payment of such noticethe Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any amounts remaining in the Replacement Reserve Fund shall be promptly thereafter refunded to Mortgagor. The Replacement Reserve Fund shall not constitute a trust fund and may be commingled with other monies held by Mortgagee.

Replacement Reserve Fund. (a) Borrower shall pay to Lender (i) on the Closing Date an initial deposit and (ii) on each Payment Date one twelfth thereafter an amount equal to four percent (4%) of Gross Income from Operations for the amount immediately preceding calendar month plus any amounts required to be deposited pursuant to any Property Improvement Plan (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) which amounts are reasonably estimated by Lender in its sole discretion to be due for FF&E replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for Interest on the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account added to and become part thereof and shall accrue in said account for inure to the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or . (b) Notwithstanding the failure of foregoing, for IHG Management (Maryland), LLC (the current manager under the Management Agreement) and for a Qualified Manager that is a Pre-Approved Cash Management Manager, Lender shall waive the requirement for Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into with Lender, provided that (i) Manager reserves or otherwise sets aside funds for replacements and repairs required to be made to the Property during the calendar year in a manner consistent with the requirements of this Agreement, (ii) Borrower provides to Lender satisfactory evidence (as determined by Lender) that sums for replacements and repairs required to be made to the Property are being reserved with Manager in a manner consistent with the requirements of this Agreement, and that such reserved sums are being disbursed by Manager and expended at the Property in a manner consistent with the requirements of this Agreement and the Management Agreement, and (iii) the Management Agreement continues to be in full force and effect. The foregoing waiver applies to IHG Management (Maryland), LLC under the Management Agreement in effect as of the Closing Date. In the event a Qualified Manager that is not a Pre-Approved Cash Management Manager manages the Property under a Replacement Management Agreement, Lender shall determine whether to waive the requirement for Borrower to make the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeMonthly Deposit with Lender.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one one-twelfth (1/12) of an annualized amount equal to $0.17 per gross leaseable square foot at the amount Property (the "REPLACEMENT RESERVE MONTHLY DEPOSITReplacement Reserve Monthly Deposit") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTSReplacements"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUNDReplacement Reserve Fund" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNTReplacement Reserve Account". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in Notwithstanding the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Depositsforegoing, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains exist, in the event that Lender determines, in its reasonable discretion, that the Property to Lender's satisfaction. Upon notice from is being maintained at a standard required under any applicable Lease and consistent with similar properties owned by other national retail property owners operating in the market in which the Property is located, Lender following: (a) an Event of Default; or (b) waives the failure of requirement set forth herein for Borrower to make necessary Replacements or otherwise maintain the Property Replacement Reserve Monthly Deposit, provided, however, Lender expressly reserves the right to Lender's satisfaction, require Borrower shall begin to deposit make the Replacement Reserve Monthly Deposit into if an Event of Default shall exist, or Lender determines that the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeProperty is not being so maintained.

Replacement Reserve Fund. Borrower shall pay to Lender (i) on the Closing Date an initial deposit and (ii) on each Payment Date one twelfth of thereafter the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") Replacement Reserve Monthly Deposit which amounts are reasonably estimated by Lender in its sole discretion to be due for fund FF&E, replacements and repairs required to be made to the Property during the calendar year (including, without limitation, pursuant to any applicable PIP to be wholly or partially funded from such reserve and not required to be funded out of any Manager-Held Reserve, other than any PIP in respect of any Franchise Agreement as to which Borrower shall have elected to deliver to Lender a Completion Guaranty pursuant to and in accordance with the terms and conditions of Section 5.1.24(c) hereof, unless and until the terms and conditions of Section 5.1.24(c) require Borrower to deliver to Lender the amount required to be reserved under such PIP) (collectively, the "REPLACEMENTS"“Replacements”), which Replacement with a dollar-for-dollar credit for the amount of any Manager-Held Reserve Monthly Deposit shall Deposits required to be made (and actually made) by Borrower for the applicable calendar year (other than Manager-Held Reserves maintained by Manager in the event Manager is an amount equal to no less than $0.15 per year per square foot of gross leasable areaAffiliated Manager). Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days days’ notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. All interest on the Replacement Reserve Fund shall be added to or become a part thereof and shall be the sole property of Borrower. Any amount held remaining in the Replacement Reserve Account and allocated for Fund after the Property Debt has been paid in full shall be retained by Lender in an interest bearing accountreturned (A) if any portion of the Senior Mezzanine Loan Debt (other than any contingent liabilities under the Senior Mezzanine Loan Documents) is then outstanding, or, at the option of to Senior Mezzanine Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, (B) if no portion of the Senior Mezzanine Loan Debt (other than any interest earned on said account shall accrue in said account for contingent liabilities under the benefit of BorrowerSenior Mezzanine Loan Documents) is then outstanding, but shall remain in and constitute part any portion of the Replacement Reserve FundJunior Mezzanine Loan Debt (other than any contingent liabilities under the Junior Mezzanine Loan Documents) is then outstanding, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Junior Mezzanine Lender following: (a) an Event of Default; or (bC) if no portion of the failure of Borrower Mezzanine Loan Debt (other than any contingent liabilities under the Mezzanine Loan Documents) is then outstanding, to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeBorrower.

Replacement Reserve Fund. Borrower If required by Mortgagee, Mortgagor shall enter into a Replacement Reserve Agreement which shall require Mortgagor to pay to Lender Mortgagee on the Closing Date and on first day of each Payment Date calendar month one twelfth (1/12) of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion Mortgagee to be due for the replacements and capital repairs required to be made to the Mortgaged Property during the each calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held "). Mortgagee shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for make disbursements from the Replacement Reserve Fund for items specified in the Replacement Reserve Agreement as set forth in such Agreement. Mortgagee may require an inspection of the Mortgaged Property prior to making a disbursement in order to verify completion of replacements and repairs. Mortgagee reserves the right to make any disbursement from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty directly to the party furnishing materials and/or services. Notwithstanding the foregoing, provided: (30W) days notice to Borrower if Lender determines in its reasonable discretion that an increase no Event of Default has occurred and is necessary to maintain the proper maintenance and operation continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (X) Inland Western Spartanburg, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property. Any amount held , (Y) Mortgagor has complied in full with all obligations set forth in this Mortgage and in the Replacement Reserve Account other Loan Documents regarding maintaining the Mortgaged Property, including without limitation maintaining the Mortgaged Property in good order and allocated for repair, and (Z) inspections of the Mortgaged Property shall be retained by Lender in an interest bearing account, or, at do not uncover the option necessity of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of creating or reinstating the Replacement Reserve Fund, and shall be disbursed in accordance with Mortgagee's sole discretion, then Mortgagee will not require Mortgagor to make the terms hereof. Notwithstanding anything deposits referred to the contrary in this Section 7.3, Borrower shall not be subsection (b). In the event Mortgagor is hereafter required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property deposits referred to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or in this subsection (b) on account of Mortgagor's failure to satisfy all of the failure requirements of Borrower the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to make necessary Replacements or otherwise maintain promptly execute and deliver to Mortgagee a written agreement for the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date making of such notice.deposits in the future. Loan No. 6518291

Replacement Reserve Fund. Borrower shall pay to Lender on (a) Under the Closing Date and on each Payment Date one twelfth terms of the amount (Hotel Lease, there shall be paid over into the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender Replacement Reserve Fund in its sole discretion to be due for replacements and repairs required to be made to the Property cash in each month during the calendar year (collectivelyTerm, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot 3% of gross leasable areaTotal Sales for the preceding month (the "Replacement Reserve Percentage"). Amounts The amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund shall be recorded on the Hotel's books of account as "Replacement Reserve Fund." All deposits to, and the balance in, the Replacement Reserve Fund, from time to time, shall be placed into and maintained in, an interest-bearing account (the "Replacement Reserve Fund") established in Owner's name at a bank of Owner's selection with Manager's designees being the only authorized signatories on said account. Any expenditures for FF&E Replacements and Capital Repairs during any Fiscal Year, to the extent provided for in the Approved Budget, may increase be made without Owner's further approval and shall be made by Manager, to the monthly amounts required to be deposited into extent permitted under the Hotel Lease, from the Replacement Reserve Fund upon (including accrued interest and unused accumulations from earlier years). Any amounts remaining in the Replacement Reserve Fund at the close of each Fiscal Year shall be carried forward and retained in the Replacement Reserve Fund until fully used as herein provided. (b) To the extent the Replacement Reserve Fund is insufficient at a particular time or to the extent the Replacement Reserve Fund plus anticipated contributions for the ensuing year are below the amount provided therefor in the Approved Budget for the ensuing year, then in either such event, Manager shall give Owner written notice thereof at least forty-five (45) days before the anticipated date such funds will be needed. Owner shall supply the necessary funds by deposit to the Replacement Reserve Fund at least thirty (30) days notice prior to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and anticipated date such funds will be needed. (c) All proceeds from the sale or other disposition of FF&E no longer needed for the operation of the Property. Any amount held in Hotel shall be deposited to the Replacement Reserve Account and allocated for the Property Fund. Sale of such items shall be retained by Lender in an interest bearing account, or, at the option discretion of LenderManager and conducted in a commercially reasonably manner. Manager shall not dispose of any capital item or group of capital items having an aggregate value in excess of $10,000 without Owner's prior written consent, unless the replacement of such capital item or group of capital items has been contemplated in an Eligible Account at an Eligible Institution; PROVIDEDthe Approved Budget. Manager shall also obtain the written consent of Mortgagee, HOWEVERif required, thatfor any such disposition of capital items. Upon termination of this Agreement for whatever reason, Manager's right to expend any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part unused portion of the Replacement Reserve Fund, Fund shall terminate and the balance of the fund shall be disbursed in accordance with the terms hereof. Notwithstanding anything paid over to the contrary in this Section 7.3Owner, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeless any sums then due Manager.

Replacement Reserve Fund. Each Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the its Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. On the applicable Closing Date, Borrower shall pay deposit with Lender the initial sum reasonably determined by Lender to Lender on establish the Closing Date and Replacement Reserve Fund (as hereinafter defined) and, thereafter, on each Payment Date Date, each Individual Borrower shall also deposit with Lender one twelfth (1/12th) of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated projected by Lender in its sole discretion for the current calendar year to be due for applied to replacements and repairs required to be made to the applicable Individual Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable areayear. Amounts so deposited shall hereinafter be referred to as Borrower's the "REPLACEMENT RESERVE FUND" and ". Lender will maintain the Replacement Reserve Fund in a segregated account in which such amounts are held shall hereinafter be referred to as Borrower's (the "REPLACEMENT RESERVE ACCOUNT") and the Replacement Reserve Fund shall be invested and reinvested by Lender, at Borrower's direction, in one or more Eligible Investments, subject to the following restrictions: (A) such Eligible Investments and the proceeds thereof shall be deemed a part of the Replacement Reserve Fund; (B) each such Eligible Investment shall be made in the name of Lender (in its capacity as such) or in the name of a nominee of Lender under its complete and exclusive dominion and control or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, such pledge may be so registered; (C) Lender shall have the sole control over such investment, the income thereon and the proceeds thereof; (D) other than investments described in clause (B) above, any certificate or other instrument evidencing such investment shall be delivered directly to Lender or its agent; (E) the proceeds of each investment shall be remitted by the purchaser thereof directly to Lender and (F) Lender shall not be liable for any loss sustained on the investment of any funds constituting a part of the Replacement Reserve Fund. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, time and may increase the monthly amounts amount required to be deposited into the Replacement Reserve Fund upon by thirty (30) days notice to such Borrower if Lender it determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticenecessary.

Replacement Reserve Fund. Borrower In accordance with the terms of the Cash Management Agreement, beginning on the date the first constant monthly payment is due under the Note, and on the first day of each calendar month thereafter, Mortgagor shall pay to Lender on the Closing Date and on each Payment Date one Mortgagee an amount equal to one-twelfth of $65,307, the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender Mortgagee in its sole discretion to be due for replacements and repairs required to be made to the Mortgaged Property during the calendar year for the replacements and repairs deemed reasonably necessary by Mortgagee (collectively, the "REPLACEMENTSReplacement Reserve Fund"), which . Mortgagor hereby pledges (and grants a lien and security interest) to Mortgagee any and all monies now or hereafter deposited in the Replacement Reserve Monthly Deposit Fund as additional security for the payment of the Debt. As required in Section 17 below, Xxxxxxxxx shall deliver to Mortgagee for Mortgagee's review and approval, a capital expenditure budget (the "Budget") itemizing the replacements and capital repairs which are anticipated to be in an amount equal made to no less than $0.15 per year per square foot of gross leasable areathe Mortgaged Property during the next immediately succeeding calendar year. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and Notwithstanding the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender foregoing, Mortgagee may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, time and in its reasonable discretion may increase adjust the monthly amounts required to be deposited into the Replacement Reserve Fund upon after giving thirty (30) days notice to Borrower if Lender determines in its reasonable discretion Mortgagor. Provided that an increase is necessary to maintain the proper maintenance no Event of Default shall exist and operation of the Property. Any amount held in remain uncured, Mortgagee shall make disbursements from the Replacement Reserve Account Fund as requested, in writing, by Xxxxxxxxx, and allocated approved by Mortgagee in its sole discretion, on a monthly basis in increments of no less than $2,500 upon delivery by Mortgagor of copies of paid invoices (or with respect to requests in excess of $10,000, unpaid invoices) for the Property amounts requested, a certification from Mortgagor stating: (a) the nature and type of the related replacement or repair, (b) that the related replacement or repair has been completed in a good and workmanlike manner, and (c) that the related replacement or repair has been paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full from the requested disbursement) and, if required by Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Any disbursement by Mortgagee hereunder for a capital item in excess of $10,000 and not already paid for by Xxxxxxxxx, shall be retained made by Lender joint cheek, payable to Mortgagor and the applicable contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with such capital item. Mortgagee may require an interest bearing account, or, inspection of the Mortgaged Property at the option Mortgagor's expense prior to making a disbursement in order to verify completion of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account replacements and repairs for which reimbursement is sought. The Replacement Reserve Fund is solely for the benefit protection of Borrower, but shall remain in Mortgagee and constitute entails no responsibility or obligation on Mortgagee's part beyond the payment of the Replacement Reserve Fund, costs and shall be disbursed expenses described in this section in accordance with the terms hereofhereof and beyond the allowing of due credit for the sums actually received. Notwithstanding anything to The Replacement Reserve Fund shall be held in a Collateral Account account in Mortgagee's name as provided in the contrary Cash Management Agreement. All earnings or interest on the Replacement Reserve Fund shall be and become part of such Replacement Reserve Fund and shall be disbursed as provided in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction6. Upon notice from Lender following: (a) the occurrence of an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into Mortgagee-may apply any sums then present in the Replacement Reserve Fund beginning on to the Payment Date (as defined herein) immediately following payment of the date Debt in any order in its sole discretion. Upon payment of such noticethe Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any amounts remaining in the Replacement Reserve Fund shall be refunded to Mortgagor. The Replacement Reserve Fund shall not constitute a trust fund and may be commingled with other monies held by Mortgagee.

Replacement Reserve Fund. Borrower If required by Beneficiary, Trustor shall enter into a Replacement Reserve Agreement which shall require Trustor to pay to Lender Beneficiary on the Closing Date and on first day of each Payment Date calendar month one twelfth (1/12) of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion Beneficiary to be due for the replacements and capital repairs required to be made to the Trust Property during the each calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held "). Beneficiary shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for make disbursements from the Replacement Reserve Fund for items specified in the Replacement Reserve Agreement as set forth in such Agreement. Beneficiary may require an inspection of the Trust Property prior to making a disbursement in order to verify completion of replacements and repairs. Beneficiary reserves the right to make any disbursement from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty directly to the party furnishing materials and/or services. METRO SQUARE SHOPPING CENTER LOAN NO. 6518303 Notwithstanding the foregoing, provided: (30W) days notice to Borrower if Lender determines in its reasonable discretion that an increase no Event of Default has occurred and is necessary to maintain the proper maintenance and operation continuing under this Deed of Trust or any of the Loan Documents beyond any applicable notice or cure period, (X) Inland Western Severn, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Beneficiary pursuant to Paragraph 9(f) below is and remains the owner of the Trust Property. Any amount held , (Y) Trustor has complied in full with all obligations set forth in this Deed of Trust and in the Replacement Reserve Account other Loan Documents regarding maintaining the Trust Property, including without limitation maintaining the Trust Property in good order and allocated for repair, and (Z) inspections of the Trust Property shall be retained by Lender in an interest bearing account, or, at do not uncover the option necessity of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of creating or reinstating the Replacement Reserve Fund, and shall be disbursed in accordance with Beneficiary's sole discretion, then Beneficiary will not require Trustor to make the terms hereof. Notwithstanding anything deposits referred to the contrary in this Section 7.3, Borrower shall not be subsection (b). In the event Trustor is hereafter required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property deposits referred to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or in this subsection (b) on account of Trustor's failure to satisfy all of the failure requirements of Borrower the preceding sentence, Trustor agrees at Trustor's sole cost and expense, upon request thereafter of Beneficiary, to make necessary Replacements or otherwise maintain promptly execute and deliver to Beneficiary a written agreement for the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date making of such noticedeposits in the future.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: ; (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 0.20 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’ s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's ’s satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's ’s satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one one-twelfth (1/12) of $856,430, which is the amount (as the "REPLACEMENT RESERVE MONTHLY DEPOSIT"same may be adjusted as hereinafter provided, the “Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole but good faith discretion to be due for replacements and repairs required to be made to the Property Properties during the calendar year (collectively, the "REPLACEMENTS"), “Replacements”) and which Replacement Reserve Monthly Deposit amount shall be subject to adjustment, if any, pursuant to the last paragraph of Section 2.5.1 Section 2.5.4 and Section 2.8 hereof and the terms set forth in an amount equal to no less than $0.15 per year per square foot of gross leasable areathis Section 7.3. 1. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of ’s “Replacement Reserve Account.” Notwithstanding anything to the amount necessary for contrary contained herein, Borrower shall have no obligation to make any Replacement Reserve Monthly Deposit at any time that the amounts on deposit in the Replacement Reserve Fund from time Account are equal to time, the product of (a) $0.175 per square foot and may increase (b) the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation total floor area of the PropertyImprovements at the Properties then encumbered by the Mortgages. Any If an Individual Property is released from the Lien of its related Mortgage in accordance with Section 2.5.1 hereof, any amount held in the Replacement Reserve Account and allocated for the such Individual Property shall be retained by in the Replacement Reserve Fund and Lender in an interest bearing accountshall, orfollowing the release of such Individual Property, at adjust the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part amount of the Replacement Reserve FundMonthly Deposit, and which adjustment shall be disbursed take into account the amount, if any, remaining in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into Account allocated to the Replacement Reserve Fund beginning on Individual Property so released and the Payment Date (as defined herein) immediately following the date of remaining Properties after giving effect to such noticerelease.

Replacement Reserve Fund. Borrower If required by Mortgagee, Mortgagor shall enter into a Replacement Reserve Agreement which shall require Mortgagor to pay to Lender Mortgagee on the Closing Date and on first day of each Payment Date calendar month one twelfth (1/12) of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion Mortgagee to be due for the replacements and capital repairs required to be made to the Mortgaged Property during the each calendar year (collectively, the "REPLACEMENTSReplacement Reserve Fund"), which Replacement Reserve Monthly Deposit . Mortgagee shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for timely make disbursements from the Replacement Reserve Fund on a quarterly basis for items specified in the Replacement Reserve Agreement as set forth in such Agreement in amounts reasonably determined by Mortgagee. Mortgagee may require an inspection of the Mortgaged Property prior to making a disbursement in order to verify completion of replacements and repairs. Mortgagee reserves the right to make any disbursement from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice directly to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereofparty furnishing materials and/or services. Notwithstanding anything to the contrary in foregoing provisions of this Section 7.3clause (b), Borrower Mortgagor shall not be required to make Replacement Reserve Monthly Deposits, provided that: create and maintain a reserve fund for capital repairs and replacements as long as all of the following conditions are satisfied: (i) no Event of Default shall have occurredoccurred and remain uncured; (ii) the Mortgagor named herein, or a wholly-owned direct or indirect subsidiary of Dress Barn, is and shall remain the owner of the Mortgaged Property; (iii) Mortgagor complies with all of its obligations hereunder regarding maintaining the Mortgaged Property, including, without limitation, maintaining the Mortgaged Property in good order and repair; (iv) Dress Barn shall maintain a minimum net worth of at least $200,000,000, which net worth shall be reduced by any future stock repurchases by Dress Barn; and (v) the Dress Barn Lease (i) continues in full force and effect and (ii) Borrower makes all necessary Replacements and otherwise maintains Tenant is not in default beyond any applicable grace period under the Property to Lender's satisfactionDress Barn Lease. Upon notice from Lender following: (a) an Event In the event that the suspension of Default; or (b) the failure requirement for replacement reserves is revoked for any of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfactionaforementioned reasons, Borrower Mortgagee shall begin to deposit the Replacement Reserve Monthly Deposit into hold the Replacement Reserve Fund beginning on in an interest-bearing account established in a bank, which account and bank shall be acceptable to Mortgagee, and the Payment Date (as defined herein) immediately following costs of setting up and maintaining such account shall be borne by the date Mortgagor. Mortgagor shall execute Mortgagee's Replacement Reserve Agreement which shall govern such Replacement Reserve Fund account. Mortgagor shall have the option of such noticesubstituting a letter of credit in an amount equal to the annual reserve requirement and the required accrued balance in said account in lieu of the monthly cash deposits. Such letter of credit shall be in form and substance satisfactory to Mortgagee and from a bank satisfactory to Mortgagee.

Replacement Reserve Fund. (a) Borrower shall pay to Lender on the Closing Date and be required, on each Payment Date one twelfth Date, to make a payment (or, in lieu of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"such payment, deliver a Letter of Credit) reasonably estimated by Lender in its sole discretion into an escrow account to accumulate funds to be due drawn upon for replacements and repairs required to be made to costs incurred in connection with Replacements at the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable areaProperties. Amounts so deposited (or the proceeds of such Letter of Credit) shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts (or proceeds) are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of ’s “Replacement Reserve Account.” The monthly deposit (the “Replacement Reserve Monthly Deposit”) shall be equal to the positive amount, if any, obtained by subtracting (a) the actual amount (the “Actual Amount”) incurred by Xxxxxx Mortgage Borrower for Replacements at the Properties during the month which is two (2) months prior to the month in which the applicable Replacement Reserve Monthly Deposit is due (the “Applicable Month”) from (b) the Gross Income from Operations from the Properties during the Applicable Month multiplied by four percent (4.0%) (the amount necessary for determined pursuant to clause (b), the “Required Monthly Expenditure”). Borrower shall have broad discretion to cause the use of the Replacement Reserve Fund for legitimate Replacements at the Properties (including furnishings, fixtures and equipment in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, parking facilities and other public areas), provided that each Individual Borrower shall cause Xxxxxx Mortgage Borrower to spend not less than two percent (2%) of the Gross Income from time Operations attributable to timeits Individual Property for Replacements at such Individual Property. Notwithstanding the foregoing flexibility to allocate the Replacement Reserve Fund among the Properties, and may increase upon the monthly amounts required sale of any Individual Property, Borrower shall use a portion of the applicable sale proceeds to be deposited make a payment into the Replacement Reserve Fund upon thirty Account, in an amount equal to the excess, if any, of (30i) days notice the aggregate Actual Amount spent for such sold Individual Property from the date of this Agreement until the time of such sale less (ii) the aggregate Required Monthly Expenditures of such sold Individual Property during the same Table of Contents period, provided that such payment into the Replacement Reserve Account shall only be required in the event and to Borrower if Lender determines in its reasonable discretion the extent that the aggregate Actual Amount spent for Replacements at any Individual Property (other than such sold Individual Property or an increase is necessary Individual Property theretofore released pursuant to maintain the proper maintenance and operation provisions of Section 2.5 or 2.8 of the Property. Any Xxxxxx Mortgage Loan Agreement) is less than the aggregate Required Monthly Expenditures of such Individual property during the corresponding period. (b) In the event that any Individual Property is released from the Lien of its related Mortgage, any amount held in the Replacement Reserve Account and allocated for the to such Individual Property shall be retained by released to the applicable Individual Borrower. Borrower covenants and agrees to provide Lender in an interest bearing account, or, at the option of evidence reasonably acceptable to Lender, in an Eligible Account at an Eligible Institution; PROVIDEDwithin thirty (30) days after the start of each calendar month, HOWEVER, that, any interest earned on said account shall accrue in said account of the Actual Amount for each Individual Property for the benefit of Borrowerimmediately preceding calendar month period. (For example, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything respect to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning payable on the Payment Date in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April (as defined hereinthe “Subject Month”) immediately following by May 30th.) In the date event the Actual Amount spent by Xxxxxx Mortgage Borrower in any given Subject Month exceeds the Required Monthly Expenditure (such amount, the “Excess”), Borrower may request payment or reimbursement from the Replacement Reserve Account (or may request a reduction in the amount of any Letter of Credit delivered to Lender in lieu of a cash deposit to the Replacement Reserve Account) for the Excess, up to the amount of funds on deposit in the Replacement Reserve Account (or the undrawn balance of all Letters of Credit delivered pursuant to Section 7.3.1); provided, however, at no time shall Borrower be entitled to receive funds (or reduce the amount of any Letter of Credit) in excess of the Actual Amount for the applicable Subject Month. To the extent the Replacement Reserve Account has no funds on deposit or there are no outstanding Letters of Credit or the aggregate amount of such noticefunds and the undrawn balance of outstanding Letters of Credit is less than the amount of the Excess, Borrower will be permitted to carry forward the amount of the Excess that was not paid or reimbursed (such amount, the “Shortfall”) as a credit against future Replacement Reserve Monthly Deposits until the Shortfall is exhausted. In other words, Borrower shall be reimbursed for the cost of Replacements relating to any Individual Property first by reduction of the current month’s Replacement Reserve Monthly Deposit, second from any funds on deposit in the Replacement Reserve Account (and by reductions in the amount of Letters of Credit delivered to Lender in lieu of cash deposits) (using first the funds and then reductions in the Letters of Credit), and third as an ongoing credit toward future months’ required Replacement Reserve Monthly Deposits until Borrower has been fully reimbursed for the cost of all Replacements from the beginning of the first Subject Month to date.

Replacement Reserve Fund. With respect to each Individual Property, on the date hereof, Borrower shall deposit the amounts set forth on Schedule XXVII and Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth during the term of the amount (Loan Borrower shall pay to Lender the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender Replacement Reserve Deposit for furnishings, fixtures and equipment in its sole discretion to be due for replacements the guest rooms, hallways, lobbies, restaurants, lounges, meeting and repairs required banquet rooms, parking facilities and other public areas to be made to the each Individual Property during the calendar year (collectively, collectively the "REPLACEMENTSReplacements"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUNDReplacement Reserve Fund" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines Account. In the event that any Individual Property is released from the Lien of its related Security Instrument in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any accordance with Section 2.5 or 2.6 hereof, any amount held in the Replacement Reserve Account and allocated for to the such Individual Property shall be retained released to the applicable Borrower. Borrower covenants and agrees to provide Lender evidence reasonably acceptable to Lender, within thirty (30) days after the start of each calendar month, of the Actual Amount for each Individual Property for the immediately preceding calendar month period. (For example, with respect to the Replacement Reserve Deposit payable on the Payment Date in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April (the Subject Month) by May 30). Notwithstanding the foregoing, in lieu of depositing the Replacement Reserve Deposit, Borrower may deliver to Lender one (1) or more Letters of Credit each in the amount of the required Replacement Reserve Deposit. In the event the Actual Amount spent by Borrower for Replacements to an Individual Property in any given Subject Month exceeds the product of (a) Gross Income From Operations for such Subject Month and (b) the FF&E Factor (such amount, the "Excess"), the Borrower may request payment or reimbursement from the Replacement Reserve Account (or may request a reduction in the amount of any Letter of Credit delivered to Lender in an interest bearing accountlieu of a cash deposit to the Replacement Reserve Account) for the Excess, orup to the amount of funds or Letters of Credit on deposit in the Replacement Reserve Account, in accordance with Section 7.3.2 provided, however, at no time shall Borrower be entitled to receive funds (or reduce Letters of Credit) in excess of the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account Actual Amount for the benefit applicable Subject Month. To the extent the Replacement Reserve Account has no funds or Letters of BorrowerCredit on deposit or is less than the amount of the Excess, but shall remain the Borrower will be permitted to carry forward the amount of the Excess that was not paid or reimbursed from the Replacement Reserve Account (such amount, the "Shortfall") as a reduction in and constitute part subsequent month(s) calculation of the Replacement Reserve Fund, and shall be disbursed in accordance with Deposit for the terms hereofapplicable Individual Property until the Shortfall has been exhausted. Notwithstanding anything to the contrary in this Section 7.3In other words, Borrower shall not be required reimbursed for its Replacements to make any Individual Property expenditures first by reduction of the current month's Replacement Reserve Monthly DepositsDeposit, provided that: second from any funds (iand by reductions in the amount of Letters of Credit delivered to Lender in lieu of cash deposits) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to on deposit in the Replacement Reserve Monthly Deposit into Account (using first the funds and then reductions in the Letters of Credit), and third as an ongoing credit toward future months' required Replacement Reserve Fund Deposits until Borrower has been fully reimbursed for all expenditures for Replacements from the beginning on of the Payment Date (as defined herein) immediately following the date of such noticefirst Subject Month to date."

Replacement Reserve Fund. Borrower shall pay to Lender (a) on the Closing Date an initial deposit and (b) on each Payment Date one twelfth of the amount thereafter $4,500.00 (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) which amounts are reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Notwithstanding the preceding sentence, the amount of Replacement Reserve Funds on deposit in the Replacement Reserve Account at any given time shall not exceed $45,600.00 in the aggregate (the “Replacement Reserve Cap”) and, accordingly, to the extent a Replacement Reserve Monthly Deposit would result in the aggregate amount of Replacement Reserve Funds in the Replacement Reserve Account to exceed the Replacement Reserve Cap, such Replacement Reserve Monthly Deposit shall be decreased by an amount equal to such excess. Lender may reassess its estimate 90526285v7 of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this Section 7.37.3.1, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) upon the occurrence of a Permitted Paydown Event and so long as no Event of Default has occurred and is continuing, Lender shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains waive the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of requirement set forth herein for Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeDeposit.

Replacement Reserve Fund. Borrower Mortgagor and the other mortgagors pledging properties securing the Note shall pay to Lender Mortgagee beginning on the Closing Date date the first constant monthly payment is due under the Note, and on the first day of each Payment Date one calendar month thereafter, an amount equal to one-twelfth of $251,805, the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender Mortgagee in its sole discretion to be due for replacements and repairs required to be made to the Mortgaged Property and the other properties pledged to secure the Note during the calendar year for the replacements and repairs deemed reasonably necessary by Mortgagee (collectively, the "REPLACEMENTSReplacement Reserve Fund"), which . Mortgagor hereby pledges (and grants a lien and security interest) to Mortgagee any and all monies now or hereafter deposited in the Replacement Reserve Monthly Deposit Fund as additional security for the payment of the Debt. As required in Section 17 below, Mortgagor shall deliver to Mortgagee a capital expenditure budget (the "Capital Expenditure Budget") itemizing the replacements and capital repairs which are anticipated to be made to the Mortgaged Property during the next immediately succeeding calendar year. Provided that no Event of Default shall exist and remain uncured, Mortgagee shall make disbursements from the Replacement Reserve Fund as requested, in an amount equal writing, by Mortgagor, and approved by Mortgagee, such approval not to be unreasonably withheld, on a quarterly basis in increments of no less than $0.15 per year per square foot 10,000 upon delivery by Mortgagor of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" copies of invoices for the amounts requested, a certification from the Mortgagor stating: (a) the nature and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate type of the amount necessary related replacement or repair, (b) that the related replacement or repair has been completed in a good and workmanlike manner and (c) that the related replacement or repair has been paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full from the requested disbursement) and, if required by Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Any disbursement by Mortgagee hereunder for a capital item in excess of $10,000 and not already paid for by Mortgagor, shall be made by check, payable to the applicable contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with such capital item. Mortgagee may require an inspection of the Mortgaged Property at Mortgagor's expense prior to making a disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Reserve Fund from time to time, is solely for the protection of Mortgagee and may increase entails no responsibility or obligation on Mortgagee's part beyond the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation payment of the Property. Any amount held costs and expenses described in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed this section in accordance with the terms hereofhereof and beyond the allowing of due credit for the sums actually received. Notwithstanding anything to The Replacement Reserve Fund shall be held in an interest bearing account in Mortgagee's name at a financial institution selected by Mortgagee in its sole discretion. All earnings or interest on the contrary Replacement Reserve Fund shall be and become part of such Replacement Reserve Fund and shall be disbursed as provided in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction6. Upon notice from Lender following: (a) the occurrence and during the continuance of an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into Mortgagee may apply any sums then present in the Replacement Reserve Fund beginning on to the Payment Date payment of the Debt in any order in its sole discretion. Upon payment of the Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any amounts remaining in the Replacement Reserve Fund shall be refunded to Mortgagor. The Replacement Reserve Fund shall not constitute a trust fund and may only be commingled with other monies held by Mortgagee as collateral for the Debt (as defined herein) immediately following or, in the date event of a Secondary Market Transaction, such noticetransaction).

Replacement Reserve Fund. Borrower If required by Grantee, Grantor shall enter into a Replacement Reserve Agreement which shall require Grantor to pay to Lender Grantee on the Closing Date and on first day of each Payment Date calendar month one twelfth (1/12) of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion Grantee to be due for the replacements and capital repairs required to be made to the Trust Property during the each calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held "). Grantee shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for make disbursements from the Replacement Reserve Fund for items specified in the Replacement Reserve Agreement as set forth in such Agreement. Grantee may require an inspection of the Trust Property prior to making a disbursement in order to verify completion of replacements and repairs. Grantee reserves the right to make any disbursement from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty directly to the party furnishing materials and/or services. Notwithstanding the foregoing, provided: (30W) days notice no Event of Default has occurred and is continuing under this Deed to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation Secure Debt or any of the Loan Documents beyond any applicable notice or cure period, (X) Inland Western Duluth John's Creek SPE, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Grantee pursuant to Paragraph 9(f) below is and remains the owner of the Trust Property. Any amount held , (Y) Grantor has complied in full with all obligations set forth in this Deed to Secure Debt and in the Replacement Reserve Account other Loan Documents regarding maintaining the Trust Property, including without limitation maintaining the Trust Property in good order and allocated for repair, and (Z) inspections of the Trust Property shall be retained by Lender in an interest bearing account, or, at do not uncover the option necessity of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of creating or Loan No. 6518403 reinstating the Replacement Reserve Fund, and shall be disbursed in accordance with Grantee's sole discretion, then Grantee will not require Grantor to make the terms hereof. Notwithstanding anything deposits referred to the contrary in this Section 7.3, Borrower shall not be subsection (b). In the event Grantor is hereafter required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property deposits referred to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or in this subsection (b) on account of Grantor's failure to satisfy all of the failure requirements of Borrower the preceding sentence, Grantor agrees at Grantor's sole cost and expense, upon request thereafter of Grantee, to make necessary Replacements or otherwise maintain promptly execute and deliver to Grantee a written agreement for the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date making of such noticedeposits in the future.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be he retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one one-twelfth (1/12) of an annualized amount equal to $0.15 per gross leaseable square foot at the amount Property (the "REPLACEMENT RESERVE MONTHLY DEPOSITReplacement Reserve Monthly Deposit") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTSReplacements"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUNDReplacement Reserve Fund" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNTReplacement Reserve Account". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in Notwithstanding the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Depositsforegoing, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains exist, in the event that Lender determines, in its reasonable discretion, that the Property to Lender's satisfaction. Upon notice from is being maintained at a standard required under any applicable Lease and consistent with similar properties owned by other national retail property owners operating in the market in which the Property is located, Lender following: (a) an Event of Default; or (b) waives the failure of requirement set forth herein for Borrower to make necessary Replacements or otherwise maintain the Property Replacement Reserve Monthly Deposit, provided, however, Lender expressly reserves the right to Lender's satisfaction, require Borrower shall begin to deposit make the Replacement Reserve Monthly Deposit into if an Event of Default shall exist, or Lender determines that the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeProperty is not being so maintained.

Replacement Reserve Fund. Borrower shall pay to Lender (a) on the Closing Date an initial deposit of $2,000,000.00 (the “Replacement Reserve Initial Deposit”) and (b) on each Payment Date one twelfth of the amount thereafter $20,511.00 (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) which amounts are reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account.” Notwithstanding the preceding sentence, the amount of Replacement Reserve Funds on deposit in the Replacement Reserve Account (excluding any portion of the Replacement Reserve Initial Deposit held in the Replacement Reserve Account at any time prior to Borrower’s completion of the replacement of the roof of the building at the Property in 86 accordance with the terms hereof (the “Roof Replacement”)) at any given time shall not exceed $738,396.00 in the aggregate (the “Replacement Reserve Cap”) and, accordingly, to the extent a Replacement Reserve Monthly Deposit would result in the aggregate amount of Replacement Reserve Funds in the Replacement Reserve Account to exceed the Replacement Reserve Cap, such Replacement Reserve Monthly Deposit shall be decreased by an amount equal to such excess. Until the Roof Replacement has been fully completed and paid for, the Reserve Initial Deposit shall (1) only be disbursed by Lender in connection with the Roof Replacement, and not for any other Replacements, and (2) not be included in determining whether the Replacement Reserve Cap has been reached. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days days’ notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Commencing no later than thirty (30) days after Lender's notice to Borrower that a replacement reserve shall be required in connection with a Securitization, Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated equal to five percent (5%) of the Gross Income from Operations projected by Lender in its sole discretion for the current calendar year to be due for applied to replacements and repairs of the type listed on SCHEDULE III hereof required to be made to the Mortgaged Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable areayear. Amounts so deposited shall hereinafter be referred to as Borrower's the "REPLACEMENT RESERVE FUND" and ". Lender will maintain the Replacement Reserve Fund in a segregated account in which such amounts are held shall hereinafter be referred to as Borrower's (the "REPLACEMENT RESERVE ACCOUNT") and the Replacement Reserve Fund shall be invested and reinvested by Lender, at Borrower's direction, in one or more Eligible Investments, subject to the following restrictions: (A) such Eligible Investments and the proceeds thereof shall be deemed a part of the Replacement Reserve Fund; (B) each such Eligible Investment shall be made in the name of Lender (in its capacity as such) or in the name of a nominee of Lender under its complete and exclusive dominion and control or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, such pledge may be so registered; (C) Lender shall have the sole control over such investment, the income thereon and the proceeds thereof; (D) other than investments described in clause (B) above, any certificate or other instrument evidencing such investment shall be delivered directly to Lender or its agent; (E) the proceeds of each investment shall be remitted by the purchaser thereof directly to Lender and (F) Lender shall not be liable for any loss sustained on the investment of any funds constituting a part of the Replacement Reserve Fund. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to timetime and, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon by thirty (30) days notice to Borrower if Lender it determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the PropertyProperties. Any amount held in the Replacement Reserve Account and allocated for the an Individual Property shall be retained by Lender and credited toward the future Replacement Reserves Monthly Deposits required by Lender hereunder in an interest bearing account, or, at the option event such Individual Property is released from the Lien of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed its related Mortgage in accordance with the terms SECTION 2.4 hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: ; (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". , Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower Mortgagor shall pay to Lender on the Closing Date and Mortgagee on each Payment Date one twelfth of monthly payment date $1,475.00 which is the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender Mortgagee in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" Mortgagor’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Mortgagor’s “Replacement Reserve Fund from time to timeAccount”. Notwithstanding the foregoing, and may increase the such monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower Monthly Deposit shall not be required to make Replacement Reserve Monthly Depositsbe made by Mortgagor so long as (a) the initial Mortgagor named on page 1 of this Mortgage remains the fee simple owner of the Property, provided that: (ib) no Event of Default shall have occurred; has occurred and is outstanding, (iic) Borrower makes all necessary Replacements and otherwise Guarantor continues to satisfy the Guarantor Net Worth Requirement of the Separate Guaranty of Retained Liability Matters dated of even date herewith from the Guarantor in favor of the Mortgagee, (d) Mortgagor properly maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) in substantially the failure of Borrower to make necessary Replacements or otherwise maintain same condition as the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (was in as defined herein) immediately following of the date of such noticethis Mortgage as verified by Mortgagee’s annual inspections (to be performed at Mortgagor’s sole cost and expense), and (e) the Debt Service Coverage Ratio for all of the properties listed on Exhibit B in the aggregate (and for each of them individually, including, but not limited to, the Property) shall equal or exceed 1.50:1.0.

Replacement Reserve Fund. (a) Borrower and Baltimore Owner shall pay to Lender on the Closing Date and be required, on each Payment Date one twelfth Date, to make a payment (or, in lieu of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"such payment, deliver a Letter of Credit) reasonably estimated by Lender in its sole discretion into an escrow account to accumulate funds to be due drawn upon for replacements and repairs required to be made to costs incurred in connection with Replacements at the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable areaProperties. Amounts so deposited (or the proceeds of such Letter of Credit) shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts (or proceeds) are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate ’s “Replacement Reserve Account.” The monthly deposit (the “Replacement Reserve Monthly Deposit”) shall be equal to the positive amount, if any, obtained by subtracting (a) the actual amount (the “Actual Amount”) incurred by Borrower or Baltimore Owner for Replacements at the Properties during the month which is two (2) months prior to the month in which the applicable Replacement Reserve Monthly Deposit is due (the “Applicable Month”) from (b) the Gross Income from Operations from the Properties during the Applicable Month multiplied by four percent (4.0%) (or, in the case of casino revenues, one percent (1.0%) of Net Wins) (the amount necessary for determined pursuant to clause (b), the “Required Monthly Expenditure”). Borrower and Baltimore Owner shall have broad discretion to use the Replacement Reserve Fund for legitimate Replacements at the Properties (including furnishings, fixtures and equipment in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, casinos, parking facilities and other public areas), provided that each Individual Borrower or Baltimore Owner shall spend not less than two percent (2%) of the Gross Income from time Operations attributable to timeits Individual Property (or, in the case of casino revenues, one percent (1.0%) of Net Wins) for Replacements at such Individual Property. Notwithstanding the foregoing flexibility to allocate the Replacement Reserve Fund among the Properties, upon the sale of any Individual Property, Borrower and may increase Baltimore Owner shall use a portion of the monthly amounts required applicable sale proceeds to be deposited make a payment into the Replacement Reserve Fund upon thirty Account, in an amount equal to the excess, if any, of (30i) days notice the aggregate Actual Amount spent for such sold Individual Property from the date of this Agreement until the time of such sale less (ii) the aggregate Required Monthly Expenditures of such sold Individual Property during the same period, provided that such payment into the Replacement Reserve Account shall only be required in the event and to Borrower if Lender determines in the extent that the aggregate Actual Amount for Replacements at any Individual Property (other than such sold Individual Property or an Individual Property theretofore released pursuant to the provisions of Section 2.5 or 2.8 hereof) is less than the aggregate Required Monthly Expenditures of such Individual property during the corresponding period. (b) In the event that any Individual Property is released from the Lien of its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any related Mortgage, any amount held in the Replacement Reserve Account and allocated for the to such Individual Property shall be retained by released to the applicable Individual Borrower or Baltimore Owner. Borrower and Baltimore Owner covenant and agree to provide Lender in an interest bearing account, or, at the option of evidence reasonably acceptable to Lender, in an Eligible Account at an Eligible Institution; PROVIDEDwithin thirty (30) days after the start of each calendar month, HOWEVER, that, any interest earned on said account shall accrue in said account of the Actual Amount for each Individual Property for the benefit of Borrowerimmediately preceding calendar month period. (For example, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything respect to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning payable on the Payment Date in June, Borrower and Baltimore Owner shall provide Lender evidence of the Actual Amount for the month of April (as defined hereinthe “Subject Month”) immediately following by May 30th.) In the date event the Actual Amount spent by Borrower and Baltimore Owner in any given Subject Month exceeds the Required Monthly Expenditure (such amount, the “Excess”), Borrower and Baltimore Owner may request payment or reimbursement from the Replacement Reserve Account (or may request a reduction in the amount of any Letter of Credit delivered to Lender in lieu of a cash deposit to the Replacement Reserve Account) for the Excess, up to the amount of funds on deposit in the Replacement Reserve Account (or the undrawn balance of all Letters of Credit delivered pursuant to Section 7.3.1); provided, however, at no time shall Borrower or Baltimore Owner be entitled to receive funds (or reduce the amount of any Letter of Credit) in excess of the Actual Amount for the applicable Subject Month. To the extent the Replacement Reserve Account has no funds on deposit or there are no outstanding Letters of Credit or the aggregate amount of such noticefunds and the undrawn balance of outstanding Letters of Credit is less than the amount of the Excess, Borrower and Baltimore Owner will be permitted to carry forward the amount of the Excess that was not paid or reimbursed (such amount, the “Shortfall”) as a credit against future Replacement Reserve Monthly Deposits until the Shortfall is exhausted. In other words, Borrower and Baltimore Owner shall be reimbursed for the cost of Replacements relating to any Individual Property first by reduction of the current month’s Replacement Reserve Monthly Deposit, second from any funds on deposit in the Replacement Reserve Account (and by reductions in the amount of Letters of Credit delivered to Lender in lieu of cash deposits) (using first the funds and then reductions in the Letters of Credit), and third as an ongoing credit toward future months’ required Replacement Reserve Monthly Deposits until Borrower and Baltimore Owner has been fully reimbursed for the cost of all Replacements from the beginning of the first Subject Month to date.

Replacement Reserve Fund. Borrower and Property Owner shall pay to Lender on each Payment Date after the Closing Date and on each an amount equal to four percent (4%) of Gross Income from Operations of the calendar month occurring two (2) calendar months prior to the calendar month of the Payment Date one twelfth of on which such deposit is required (a) relating to Individual Properties located in the amount United States (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated “Domestic Replacement Reserve Monthly Deposit”), which amounts shall be deposited into an account in the United States controlled by Lender (the “Domestic Replacement Reserve Account”) and (b) relating to the Canadian Properties (the “Canadian Replacement Reserve Monthly Deposit”, and together with the Domestic Replacement Reserve Monthly Deposit, the “Replacement Reserve Monthly Deposit”), which amounts shall be deposited into an account in its sole discretion Canada controlled by Lender and denominated in Canadian dollars (the “Canadian Replacement Reserve Account”; and together with the Domestic Replacement Reserve Account, the “Replacement Reserve Account”) to be due for replacements fund the costs of replacements, repairs, furniture, fixtures and repairs hotel equipment required to be made to the Property Properties and the Improvements during the calendar year (collectively, the "REPLACEMENTS"“Replacements”); provided, which Replacement Reserve Monthly Deposit however, Replacements shall not include expense items that otherwise would be expensed in an amount equal the operating statements of the Properties pursuant to no less than $0.15 per year per square foot the Uniform System of gross leasable areaAccounts. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and ’s “Replacement Reserve Fund”. An amount equal to a pro rata amount (based on the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate relative Release Amounts) of the amount necessary for the Replacement Reserve Fund from time to timeFund, and may increase the monthly amounts required to if a positive amount, shall be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if retained by Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for credited toward the Property shall be retained future Replacement Reserves Monthly Deposits required by Lender hereunder in the event an interest bearing account, or, at Individual Property is released from the option Lien of Lender, its related Security Instrument in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, accordance with Section 2.5 hereof. In lieu of any interest earned Replacement Reserve Monthly Deposit or in substitution of any portion of the amount on said account shall accrue deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, Borrower and Property Owner may deliver one or more Letters of Credit to Lender. Amounts on deposit in the Replacement Reserve Account that are not expended in any given Fiscal Year shall be available to be disbursed in accordance with Section 7.3.2 below for the terms hereof. Notwithstanding anything to the contrary cost of Replacements in this Section 7.3, Borrower any subsequent Fiscal Year provided that any such non-expended balance shall not be required deemed to reduce Borrower’s obligation to make Replacement Reserve Monthly Deposits, provided that: (i) no Event the full amount of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (during any subsequent Fiscal Year as defined herein) immediately following the date of such noticeand when due under this Section 7.3.1.

Replacement Reserve Fund. With respect to the Property, on the Closing Date, Borrower shall pay cause Mortgage Borrower to Lender deposit $3,200,000.00. In addition to the foregoing, in the event that the budgeted amount for Replacements at the casino (based upon the Casino Budget) for a five (5) year period commencing on the Closing Date (such amount the “Budgeted Casino Replacements”) exceeds $4,600,000.00 (excluding any Excess (defined below) carried forward from prior years), Borrower shall cause Mortgage Borrower to, within five (5) days of delivery of the Casino Budget, deposit with Lender an additional amount equal to the difference between the Budgeted Casino Replacements and $4,600,000.00. Borrower shall cause to be deposited the Replacement Reserve Deposit on each Payment Date one twelfth during the term of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due Loan for replacements and repairs required to be made to the Property during (collectively the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" the “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"the “Replacement Reserve Account”. Borrower covenants and agrees to cause Lender may reassess its estimate to be provided evidence reasonably acceptable to Lender, within thirty (30) days after the start of each calendar month, of the Actual Amount for the Property for the immediately preceding calendar month period. (For example, with respect to the Replacement Reserve Deposit payable on the Payment Date in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April (the Subject Month) by May 30). Notwithstanding the foregoing, in lieu of depositing the Replacement Reserve Deposit, Borrower may cause to be delivered to Lender one (1) or more Letters of Credit each in the amount necessary of the required Replacement Reserve Deposit. In the event the Actual Amount spent by Mortgage Borrower for Replacements to the Property in any given Subject Month exceeds the product of (a) the applicable Gross Income From Operations for the Property in such Subject Month and (b) the FF&E Factor (such amount, the “Excess”), Borrower or Mortgage Borrower may request payment or reimbursement from the Replacement Reserve Account (or may request a reduction in the amount of any Letter of Credit delivered to Lender in lieu of a cash deposit to the Replacement Reserve Account) for the Excess, up to the amount of funds or Letters of Credit on deposit in the Replacement Reserve Account, in accordance with Section 7.3.2 provided, however, at no time shall Borrower or Mortgage Borrower be entitled to receive funds (or reduce Letters of Credit) in excess of the Actual Amount for the applicable Subject Month. To the extent the Replacement Reserve Account has no funds or Letters of Credit on deposit or is less than the amount of the Excess, Borrower and Mortgage Borrower will be permitted to carry forward the amount of the Excess that was not paid or reimbursed from the Replacement Reserve Account (such amount, the “Shortfall”) as a reduction in subsequent month(s) calculation of the Replacement Reserve Deposit for the Property until the Shortfall has been exhausted. In other words, Borrower or Mortgage Borrower shall be reimbursed for its Replacement expenditures to the Property first by reduction of the current month’s Replacement Reserve Deposit, second from any funds (and by reductions in the amount of Letters of Credit delivered to Lender in lieu of cash deposits) on deposit in the Replacement Reserve Account (using first the funds and then reductions in the Letters of Credit), and third as an ongoing credit toward future months’ required Replacement Reserve Deposits until Mortgage Borrower or Borrower has been fully reimbursed for all expenditures for Replacements from the beginning of the first Subject Month to date. All rights of Lender hereunder shall be subject to the rights of Mortgage Lender under the Mortgage Loan Documents. If, and for so long as, Borrower or Mortgage Borrower have deposited funds in the Replacement Reserve Fund under and in satisfaction of the requirements of Mortgage Loan Documents, and Mortgage Lender has applied such funds for Replacements as and when due from time to time, and may increase the monthly amounts required Borrower’s obligation to be deposited into fund the Replacement Reserve Fund upon thirty (30) days notice to Borrower if hereunder shall be deemed satisfied. If at any time, for any reason or no reason, Mortgage Lender determines in its reasonable discretion that an increase is necessary to maintain waives the proper maintenance and operation of the Property. Any amount held requirements set forth in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of Mortgage Loan Documents with respect to the Replacement Reserve Fund, or the Mortgage Loan is satisfied, Borrower shall immediately be obligated to establish and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary maintain a Replacement Reserve Fund as provided in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event for the benefit of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. , Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institutioninstitution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.37,3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower (a) Except as provided in clause 7.3.1(b) below, Borrowers shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSITReplacement Reserve Monthly Deposit") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs of the type listed on Schedule III hereof, but not for Required Repairs (the "Approved Replacements"), required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable areayear. Amounts so deposited shall hereinafter be referred to as Borrower's Borrowers' "REPLACEMENT RESERVE FUNDReplacement Reserve Fund" and the account in which such amounts are held shall hereinafter be referred to as Borrower's Borrowers' "REPLACEMENT RESERVE ACCOUNTReplacement Reserve Sub-Account". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to timetime and, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon by thirty (30) days notice to Borrower the Borrowers if Lender it determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Sub-Account and allocated for the an Individual Property shall be retained by Lender and credited toward the future Replacement Reserves Monthly Deposits required by Lender hereunder in an interest bearing account, or, at the option event such Individual Property is released from the Lien of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed its related Mortgage in accordance with Section 2.5 hereof. (b) Notwithstanding the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event requirements of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: clause 7.3.1 (a) an Event of Default; or (b) the failure of Borrower above, Borrowers' obligation to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit pay the Replacement Reserve Monthly Deposit is conditionally waived, provided, that (i) within sixty (60) days following the end of each Fiscal Year, the Borrowers deliver to Lender a statement and other evidence to the Lender, acceptable in form and substance to Lender, stating the type of Approved Replacements made during the course of the prior Fiscal Year and the amounts expended thereon; and (ii) Borrowers have spent annually on each Individual Property, an amount not less than the amount shown on Schedule V (that is, as to each Individual Property, the per unit amount multiplied by the number of residential units at the Individual Property) for the Approved Replacements shown on Schedule III for the Individual Property in question (each such amount being referred to as the Individual Property's applicable "Target Amount"); and (iii) that no Lockbox Event shall have occurred and be continuing. If it shall be determined by Lender that Borrower shall have spent less for Approved Replacements than the Target Amount for the prior Fiscal Year for the Individual Property in question, Borrowers shall pay into the Replacement Reserve Fund beginning Sub-Account the difference of (x) the amount shown on Schedule V hereto and (y) the Payment Date (as defined herein) immediately following amount actually spent by the date of such noticeBorrowers on Approved Replacements in the prior Fiscal year.

Replacement Reserve Fund. Each Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the its Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. .. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". ." Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned accrued on said account shall accrue the amounts on deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and Fund shall be disbursed in accordance with to Borrower no more than once per calendar year 57 upon the terms hereofwritten request of Borrower. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower If required by Mortgagee, Mortgagor shall enter into a Replacement Reserve Agreement which shall require Mortgagor to pay to Lender Mortgagee on the Closing Date and on first day of each Payment Date calendar month one twelfth (1/12) of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion Mortgagee to be due for the replacements and capital repairs required to be made to the Mortgaged Property during the each calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held "). Mortgagee shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for make disbursements from the Replacement Reserve Fund for items specified in the Replacement Reserve Agreement as set forth in such Agreement. Mortgagee may require an inspection of the Mortgaged Property prior to making a disbursement in order to verify completion of replacements and repairs. Mortgagee reserves the right to make any disbursement from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty directly to the party furnishing materials and/or services. Notwithstanding the foregoing, provided: (30W) days notice to Borrower if Lender determines in its reasonable discretion that an increase no Event of Default has occurred and is necessary to maintain the proper maintenance and operation continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (X) Inland Western Lansing Eastwood, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property. Any amount held , (Y) Mortgagor has complied in full with all obligations set forth in this Mortgage and in the Replacement Reserve Account other Loan Documents regarding maintaining the Mortgaged Property, including without limitation maintaining the Mortgaged Property in good order and allocated for repair, and (Z) inspections of the Mortgaged Property shall be retained by Lender in an interest bearing account, or, at do not uncover the option necessity of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of creating or reinstating the Replacement Reserve Fund, and shall be disbursed in accordance with Mortgagee's sole discretion, then Mortgagee will not require Mortgagor to make the terms hereof. Notwithstanding anything deposits referred to the contrary in this Section 7.3, Borrower shall not be subsection (b). In the event Mortgagor is hereafter required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property deposits referred to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or in this subsection (b) on account of Mortgagor's failure to satisfy all of the failure requirements of Borrower the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to make necessary Replacements or otherwise maintain promptly execute and deliver to Mortgagee a written agreement for the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date making of such noticedeposits in the future.

Replacement Reserve Fund. Beginning on the date the first Interest Payment is due under the Note, and on the eleventh day of each calendar month thereafter, Borrower shall pay to Lender on the Closing Date and on each Payment Date one Grantee an amount equal to one-twelfth of $47,002.00, the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender Grantee in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year for the replacements and repairs deemed reasonably necessary by Grantee (collectively, the "REPLACEMENTS"), which “Replacement Reserve Monthly Deposit Fund”). Borrower hereby pledges (and grants a lien and security interest) to Grantee in any and all monies now or hereafter deposited in the Replacement Reserve Fund as additional security for the payment of the Debt. As required in Section 17 below, Borrower shall deliver to Grantee for Grantee’s review and approval, a capital expenditure budget (the “Budget”) itemizing the replacements and capital repairs which are anticipated to be in an amount equal made to no less than $0.15 per year per square foot of gross leasable areathe Property during the next immediately succeeding calendar year. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and Notwithstanding the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender foregoing, Grantee may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to timetime and in its reasonable discretion, and may increase adjust the monthly amounts required to be deposited into the Replacement Reserve Fund upon after giving thirty (30) days notice to Borrower if Lender determines in its reasonable discretion Borrower. Provided that an increase is necessary to maintain the proper maintenance no Event of Default shall exist and operation of the Property. Any amount held in remain uncured, Grantee shall make disbursements from the Replacement Reserve Account Fund as requested, in writing, by Borrower, and allocated approved by Grantee in its sole discretion, on a quarterly basis in increments of no less than $2,500 upon delivery by Borrower of copies of paid invoices (or with respect to requests in excess of $10,000, unpaid invoices) for the Property amounts requested, a certification from Borrower stating: (a) the nature and type of the related replacement or repair, (b) that the related replacement or repair has been completed in a good and workmanlike manner and (c) that the related replacement or repair has been paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full from the requested disbursement) and, if required by Grantee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Any disbursement by Grantee hereunder for a capital item in excess of $10,000 and not already paid for by Borrower, shall be retained made by Lender joint check, payable to Borrower and the applicable contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with such capital item. Grantee may require an interest bearing account, or, inspection of the Property at the option Borrower’s expense prior to making a disbursement in order to verify completion of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account replacements and repairs for which reimbursement is sought. The Replacement Reserve Fund is solely for the benefit protection of Borrower, but shall remain in Grantee and constitute entails no responsibility or obligation on Grantee’s part beyond the payment of the Replacement Reserve Fund, costs and shall be disbursed expenses described in this section in accordance with the terms hereofhereof and beyond the allowing of due credit for the sums actually received. Notwithstanding anything to The Replacement Reserve Fund shall be held in an interest bearing account in Grantee’s name at a financial institution selected by Grantee in its sole discretion. All earnings or interest on the contrary Replacement Reserve Fund shall be and become part of such Replacement Reserve Fund and shall be disbursed as provided in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction6. Upon notice from Lender following: (a) the occurrence of an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into Grantee may apply any sums then present in the Replacement Reserve Fund beginning on to the Payment Date (as defined herein) immediately following payment of the date Debt in any order in its sole discretion. Upon payment of such noticethe Debt and performance by Borrower of all its obligations under this Security Instrument and the other Loan Documents, any amounts remaining in the Replacement Reserve Fund shall be refunded to Borrower. The Replacement Reserve Fund shall not constitute a trust fund and may be commingled with other monies held by Grantee.

Replacement Reserve Fund. On each Payment Date Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 0.20 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to timetime based upon an updated engineering report of the Property, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in Notwithstanding the foregoing, Lender shall waive the requirement for monthly deposits to the Replacement Reserve Account Fund until such time as either Lender determines that the Property is not being properly maintained or the Tangible Net Worth of Indemnitor falls below $250,000,000, in which case (a) Borrower shall promptly deposit with Lender greater of (i) the amount of previous deposits that have been waived less amounts actually expended by Borrower for replacements and allocated repairs during the period that such deposits were waived or (ii) an amount determined at that time as necessary for the completion of any deferred maintenance and to complete any ongoing Replacements as and when necessary to keep the Property in good repair and condition, based on an engineering report prepared by an engineer acceptable to Lender (the “Replacement Reserve Shortfall”); provided that in no event shall be retained by the Replacement Reserve Shortfall exceed thirty-six times the Replacement Reserve Monthly Deposit, and (b) Borrower shall thereafter make the monthly deposits to the Replacement Reserve Fund until such time as Lender determines in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account its sole discretion that such monthly deposits are not necessary for the benefit proper maintenance of Borrowerthe Property. Pursuant to the Indemnity Agreement, but shall remain in and constitute part Indemnitor has guaranteed to Lender the payment of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeShortfall.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for to the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) either (A) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction, or (B) Anchor Tenant maintains the Property as required pursuant to the Anchor Tenant Lease. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or and otherwise maintain the Property to Lender's satisfaction, or the failure of Anchor Tenant to maintain the Property as required pursuant to the Anchor Tenant Lease, as applicable, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 O.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". ." Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned accrued on said account shall accrue the amounts on deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and Fund shall be disbursed in accordance with to Borrower no more than once per calendar year upon the terms hereofwritten request of Borrower. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". ’s “Replacement Reserve Account.” Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned accrued on said account shall accrue the amounts on deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and Fund shall be disbursed in accordance with to Borrower no more than once per calendar year upon the terms hereofwritten request of Borrower. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's ’s satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's ’s satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's ’s satisfaction. Upon notice from Lender following: ; (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's ’s satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. On each Payment Date Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 0.23 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to timetime based upon an updated engineering report of the Property, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in Notwithstanding the foregoing, Lender shall waive the requirement for monthly deposits to the Replacement Reserve Account Fund until such time as either Lender determines that the Property is not being properly maintained or the Tangible Net Worth of Indemnitor falls below $250,000,000, in which case (a) Borrower shall promptly deposit with Lender greater of (i) the amount of previous deposits that have been waived less amounts actually expended by Borrower for replacements and allocated repairs during the period that such deposits were waived or (ii) an amount determined at that time based on an engineer report prepared by an engineer acceptable to Lender (the "REPLACEMENT RESERVE Shortfall") and (b) Borrower shall thereafter make the monthly deposits to the Replacement Reserve Fund until such time as Lender determines in its sole discretion that such monthly deposits are not necessary for the Property shall be retained by proper maintenance of the Property. Pursuant to the Indemnity Agreement, Indemnitor has guaranteed to Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part payment of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such noticeShortfall.

Replacement Reserve Fund. Borrower or Grantor shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. , Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower or Grantor shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund Fund, upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), . which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one one-twelfth of (1/12) the amount Annual Replacement Reserve Requirement (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Properties to (i) pay for replacements necessary to keep the Property during in good order and repair and in a good marketable condition or prevent deterioration of the calendar year Property and (ii) purchase, replace and/or install FF&E necessary to keep the Properties in good order and repair and in a good marketable condition. (collectively, the "REPLACEMENTS"“Replacements”); provided, which however, the Replacement Reserve Monthly Deposit shall never be in an amount equal to no less than the initial Replacement Reserve Monthly Deposit, which is $0.15 per year per square foot of gross leasable area453,178. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the PropertyProperties. Any amount held in the Replacement Reserve Account and allocated for the an Individual Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property Properties to Lender's ’s satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property Properties to Lender's ’s satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice. If Borrower is required to make Replacement Reserve Monthly Deposits, then any amounts deposited by Manager into the Controlled Replacements Accounts shall be credited against Borrower’s obligation.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 0.25 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's ’s satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's ’s satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; , PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. During the continuance of a Replacement Reserve Trigger Period, Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount thereafter $17,447.19 (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) which amounts are reasonably estimated by Lender in its sole reasonable discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"“Replacements”), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund during the continuance of a Replacement Reserve Trigger Period upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property to the extent required by an engineer’s report with respect to the Property. Any amount held Borrower shall have the right to examine any such engineering report and to contest in good faith any such increase in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly DepositsDeposit. Without in any way limiting Lender’s ability to raise, provided that: (i) no Event or Borrower’s obligation to pay, the increased amount of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into to the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of extent required by such noticean engineer’s report, Lender agrees that it will review in good faith any objections or other comments Borrower may have in connection with such increase.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date date hereof and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". ." Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned accrued on said account shall accrue the amounts on deposit in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and Fund shall be disbursed in accordance with to Borrower no more than once per calendar year upon the terms hereofwritten request of Borrower. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfactionsatisfaction or, with respect to that portion of the Property that Wal-Mart is obligated to maintain and repair pursuant to the Wal-Mart Lease, Borrower uses commercially reasonable efforts to enforce the terms and provisions of the Wal-Mart Lease relating to Wal-Mart's obligations to repair and maintain the Property. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Fund. Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"“Replacement Reserve Monthly Deposit”) reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), “Replacements”) which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" ’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT"’s “Replacement Reserve Account”. Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDEDprovided, HOWEVERhowever, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's ’s satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property Properly to Lender's ’s satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.