Common use of Replacement Reserve Clause in Contracts

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as additional security for the Debt, Mortgagor shall establish and maintain a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Note, concurrently with and in addition to the monthly payments due under the Note. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement capital improvement reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work which would normally be treated as Mortgagor deems necessary or appropriate a capital improvement under generally accepted accounting principles (collectively, the “RepairsReplacements”). Upon Commencing on the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly first Payment Date under the NoteNote and continuing on each Payment Date thereafter, concurrently with and Mortgagor shall pay to Mortgagee, in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above$1,163 per month. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs Replacements within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor in a form approved in writing by Mortgagee that the applicable item of Repair Replacement has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the RepairsReplacements; (c) for disbursement requests with individual items in excess of $50,000.0025,000, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0025,000, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs Replacements and verifying the completion of the Repairs Replacements and the value of the completed RepairsReplacements; and (e) for disbursement requests costing in excess of $50,000.0050,000, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such RepairsReplacements, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety sixty (9060) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs Replacements of the Mortgaged Property; such inspection to be no more frequent than once in any calendar year unless a Default or an Event of Default shall have occurred and is continuing. In the event that such inspection reveals that further Repairs Replacements of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs Replacements and Mortgagor shall respond complete such Replacements to the reasonable satisfaction of Mortgagee within thirty one hundred twenty (30120) days after the receipt of such requestdescription from Mortgagee, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits sole discretion.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Deed of Trust continues in effect a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve Commencing with First Payment Date (as defined in the Marriott Management AgreementNote) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $1,833.83 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuingoccurred, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower in a form approved in writing by Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to MortgageeLender, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0025,000.00, the delivery to Mortgagee Lender of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is required. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at MortgagorBorrower’s expense, make or cause to be made during the term of this Mortgage Deed of Trust an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Lender in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Lender shall provide Mortgagor Borrower with a written description of the required Repairs and Mortgagor Borrower shall respond complete such Repairs to the reasonable satisfaction of Lender within thirty ninety (3090) days after the receipt of such requestdescription from Lender, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained Lender in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits sole discretion.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Grantor shall establish and maintain at all times while this Deed of Trust continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee Beneficiary for payment ------------------- of costs and expenses incurred by Mortgagor Grantor in connection with the repairperformance of work related to the maintenance, replacement and maintenance and/or repair of the furnitureTrust Property, fixtures and equipment at the Mortgaged Property and the performance of including without limitation, work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor Grantor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of first monthly Payment Date ------- under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Grantor shall pay to Beneficiary, concurrently with and in addition to the monthly payments due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $5,916.67 per month. So long as no Event of Default has occurred and is continuing, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Beneficiary in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expense of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuing, Mortgagee Beneficiary shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Grantor the amount paid or incurred by Mortgagor Grantor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Beneficiary of a written request from Mortgagor Grantor for disbursement from the Replacement Reserve and a certification by Mortgagor Grantor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Beneficiary of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to MortgageeBeneficiary, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items costing in excess of $50,000.00, the delivery to Mortgagee Beneficiary of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee Beneficiary showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Trust Property have been paid all amounts due for labor and materials furnished to the Mortgaged Trust Property; (d) for disbursement requests with individual items costing in excess of $50,000.00, delivery to Mortgagee Beneficiary of a certification from an inspecting architect or other a third party acceptable to Mortgagee Beneficiary describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests with individual items costing in excess of $50,000.00, delivery to Mortgagee Beneficiary of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Grantor that no new certificate of occupancy is required. Mortgagee Beneficiary shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee Beneficiary shall be entitled to rely on such request from Mortgagor Grantor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Beneficiary may, at Mortgagor’s Xxxxxxx's expense, make or cause to be made during the term of this Mortgage Deed of Trust an annual inspection of the Mortgaged Trust Property to determine the need, as determined by Mortgagee Beneficiary in its reasonable judgment, for further Repairs of the Mortgaged Trust Property. In the event that such inspection reveals that further Repairs of the Mortgaged Trust Property are required, Mortgagee Beneficiary shall provide Mortgagor Grantor with a written description of the required Repairs and Mortgagor Grantor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor Grantor shall make such Repairs Repairs, as may be mutually agreed upon by Mortgagor Grantor and Mortgagee Beneficiary and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor Grantor as provided in Section 4.31 hereof.. ------------

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Grantor shall establish and maintain at all times while this Deed of Trust continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee Beneficiary for payment of costs and expenses incurred by Mortgagor Grantor in connection with the repairperformance of work related to the maintenance, replacement and maintenance and/or repair of the furnitureTrust Property, fixtures and equipment at the Mortgaged Property and the performance of including without limitation, work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor Grantor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of first monthly Payment Date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Grantor shall pay to Beneficiary, concurrently with and in addition to the monthly payments due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above$4,416.67 per month. So long as no Default or Event of Default has occurred and is continuing, Mortgagee all sums in the Replacement Reserve shall be held by Beneficiary in the Replacement Reserve to pay the costs and expense of Repairs. So long as no Event of Default has occurred and is continuing, Beneficiary shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Grantor the amount paid or incurred by Mortgagor Grantor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Beneficiary of a written request from Mortgagor Grantor for disbursement from the Replacement Reserve and a certification by Mortgagor Grantor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Beneficiary of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to MortgageeBeneficiary, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items costing in excess of $50,000.00, the delivery to Mortgagee Beneficiary of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee Beneficiary showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Trust Property have been paid all amounts due for labor and materials furnished to the Mortgaged Trust Property; (d) for disbursement requests with individual items costing in excess of $50,000.00, delivery to Mortgagee Beneficiary of a certification from an inspecting architect or other a third party acceptable to Mortgagee Beneficiary describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests with individual items costing in excess of $50,000.00, delivery to Mortgagee Beneficiary of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Grantor that no new certificate of occupancy is required. Mortgagee Beneficiary shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee Beneficiary shall be entitled to rely on such request from Mortgagor Grantor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Beneficiary may, at Mortgagor’s Xxxxxxx's expense, make or cause to be made during the term of this Mortgage Deed of Trust an annual inspection of the Mortgaged Trust Property to determine the need, as determined by Mortgagee Beneficiary in its reasonable judgment, for further Repairs of the Mortgaged Trust Property. In the event that such inspection reveals that further Repairs of the Mortgaged Trust Property are required, Mortgagee Beneficiary shall provide Mortgagor Grantor with a written description of the required Repairs and Mortgagor Grantor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor Grantor shall make such Repairs Repairs, as may be mutually agreed upon by Mortgagor Grantor and Mortgagee Beneficiary and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor Grantor as provided in Section 4.31 hereof.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debtindebtedness secured hereby, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement reserve (the “"Replacement Reserve”) "), with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repaircapital improvements, replacement repairs and maintenance of the furniturereplacements, fixtures and equipment at the Mortgaged Property and including the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, collectively the “"Repairs”). Upon Commencing on the termination of first monthly payment date under the Marriott Management AgreementNote and continuing thereafter on each monthly payment date under the Note, all funds held by Marriott thereunder in Mortgagor shall pay to Mortgagee, concurrently with the Repairs and Equipment Reserve (as defined in monthly payment due under the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; providedNote, however, no monthly deposits will be required a deposit to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Note, concurrently with and in addition to the monthly payments due under the Note. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above$517.83. So long as no Default default here under or Event of Default under the other Loan Documents has occurred and is continuing, (i) all sums in the Replacement Reserve shall be held by Mortgagee in the Replacement Reserve to pay the costs and expense of Repairs, and (ii) Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor to Mortgagee that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; and (c) for disbursement requests with individual items (i) in excess of $50,000.0020,000.00 with respect to any single Repair, the or (ii) for any single Repair that is structural in nature, delivery to Mortgagee of (I) affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens Liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d2) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e3) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new (or amended) certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is was required by law, or a certification by Mortgagor that no new certificate of occupancy is requiredwas required by law. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once one time in any ninety (90) day periodcalendar month. In making malting any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense's expense (not to exceed $2,500.00 annually), make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond complete such Repairs to the reasonable satisfaction of Mortgagee within thirty ninety (3090) days (subject to force maj eure) after the receipt of such requestdescription from Mortgagxx, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed uponin its reasonable discretion. Funds Interest or other earnings on the funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof4.28 hereof in the event that the amounts on deposit or available in the Replacement Reserve are inadequate to pay the cost of the Repairs, Mortgagor shall pay the amount of such deficiency.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon Commencing on the termination of first monthly Payment Date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $1,479.24 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuingoccurred, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower in a form approved in writing by Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to MortgageeLender, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0025,000.00, the delivery to Mortgagee Lender of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is required. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at MortgagorBorrower’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Lender in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Lender shall provide Mortgagor Borrower with a written description of the required Repairs and Mortgagor Borrower shall respond complete such Repairs to the reasonable satisfaction of Lender within thirty ninety (3090) days after the receipt of such requestdescription from Lender, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained Lender in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits sole discretion.

Replacement Reserve. In addition to any other construction, renovation and maintenance requirements set forth in this Agreement, commencing with the first Loan Year, Borrower shall expend at least $250 per unit per year (aexclusive of Insurance Proceeds) The Mortgaged Property is currently managed by Residence Inn by Marriotton maintenance of the Project. To the extent Borrower does not provide evidence, Inc. (“Marriott”)reasonably satisfactory to Lender, pursuant to that certain Amended and Restated Management Agreement dated as of August 28Borrower has spent such sum on a cumulative annual basis, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”)Borrower shall pay Lender such amount not spent. If the Marriott Management Agreement is terminated, then, as additional security for the Debt, Mortgagor Lender shall establish and maintain a repair and replacement hold such sum in reserve (the “"Replacement Reserve”") with Mortgagee for payment of costs and Borrower's use to fund future maintenance expenses incurred by Mortgagor after Borrower has spent in connection with the repair, replacement and aggregate at least $52,000 on maintenance of the furnitureProject during the then current Loan Year. Each request for disbursement from the Replacement Reserve shall include copies of invoices for all items or materials purchased and all contracted labor or services provided, fixtures waivers of lien from each contractor providing materials, labor or services, and equipment at the Mortgaged Property other evidence satisfactory to Lender of payment of all such amounts and the performance completion of work such maintenance to the roofsProject. Borrower hereby grants Lender a first priority security interest in the Replacement Reserve, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors all funds contained therein and doorways, windows, carpets, appliances, fixtures, furnishings, elevators all products and mechanical proceeds thereof and HVAC equipment all such funds are pledged as additional collateral for the Loan and Borrower shall execute any other documents and take any other actions reasonably necessary to provide Lender with such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”)a perfected security interest in such funds. Upon the termination Maturity Date or at any time following an Event of Default, the Marriott Management Agreementmoneys then remaining in the Replacement Reserve shall, all funds at Lender's option, be applied against the Indebtedness. All sums held in the Replacement Reserve may be commingled with other borrower reserves held by Marriott thereunder Lender, and shall not be deemed to be held in trust for the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reservebenefit of Borrower. The Replacement Reserve shall be maintained for at a financial institution designated by Lender from time to time, in its sole and absolute discretion (so long as this Mortgage continues in effect after such institution's deposits are insured by the termination of the Marriott Management Agreement; providedFederal Deposit Insurance Corporation), however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Notesole dominion and control of Lender, concurrently with and in addition Borrower shall have no right to control or direct the monthly payments due under the Note. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) investment of the gross revenues payment of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereoftherein.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Deed of Trust continues in effect a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon Commencing on the termination of first monthly Payment Date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $5,002.67 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuingoccurred, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower in a form approved in writing by Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to MortgageeLender, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0025,000.00, the delivery to Mortgagee Lender of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is required. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at MortgagorBorrower’s expense, make or cause to be made during the term of this Mortgage Deed of Trust an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Lender in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Lender shall provide Mortgagor Borrower with a written description of the required Repairs and Mortgagor Borrower shall respond complete such Repairs to the reasonable satisfaction of Lender within thirty ninety (3090) days after the receipt of such requestdescription from Lender, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained Lender in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits sole discretion.

Replacement Reserve. In addition to any other construction, renovation and maintenance requirements set forth in this Agreement, commencing with the first Loan Year, Borrowers shall expend at least $0.20 per square foot of net rentable space (aexclusive of Insurance Proceeds and proceeds from the Holdback) The Mortgaged Property is currently managed by Residence Inn by Marriotton maintenance of the Projects. To the extent Borrowers do not provide evidence, Inc. (“Marriott”)reasonably satisfactory to Lender, pursuant to that certain Amended and Restated Management Agreement dated as of August 28Borrowers have spent such sum on an annual basis, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”)Borrowers shall deposit with Lender such amount not spent. If the Marriott Management Agreement is terminated, then, as additional security for the Debt, Mortgagor Lender shall establish and maintain a repair and replacement hold such sum in reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and Borrowers’ use to fund future maintenance expenses incurred by Mortgagor Borrowers in connection with any Loan Year after Borrowers have spent in the repair, replacement and aggregate at least $0.20 per square foot of net rentable space on maintenance of the furniture, fixtures and equipment at Projects during the Mortgaged Property and then current Loan Year. Such amounts shall be disbursed from the performance Replacement Reserve upon satisfaction of work the same conditions applicable to the roofsHoldback (other than obtaining a date down endorsement to the Title Policies). Borrowers hereby grant Lender a first priority security interest in the Replacement Reserve, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors all funds contained therein and doorways, windows, carpets, appliances, fixtures, furnishings, elevators all products and mechanical proceeds thereof and HVAC equipment all such funds are pledged as additional collateral for the Loan and Borrowers shall execute any other documents and take any other actions necessary to provide Lender with such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”)a perfected security interest in such funds. Upon the termination Maturity Date or at any time following an Event of Default, the Marriott Management Agreementmoneys then remaining in the Replacement Reserve shall, all funds at Lender’s option, be applied against the Indebtedness. All sums held in the Replacement Reserve may be commingled with other borrower reserves held by Marriott thereunder Lender and shall not be deemed to be held in trust for the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reservebenefit of Borrowers. The Replacement Reserve shall be maintained for at a financial institution designated by Lender from time to time, in its sole and absolute discretion (so long as this Mortgage continues in effect after such institution’s deposits are insured by the termination of the Marriott Management Agreement; providedFederal Deposit Insurance Corporation), however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Notesole dominion and control of Lender, concurrently with and in addition Borrowers shall have no right to control or direct the monthly payments due under the Noteinvestment of funds therein. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred Sums held by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained Lender in the Replacement Reserve shall accrue interest at rates determined by Lender to be placed equivalent to any interest received by Lender on its own general funds, and any interest accruing and paid on such amounts shall be deemed to be part of the Replacement Reserve and absent an Event of Default hereunder, shall be applied in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in accordance with this Section 4.31 hereof4.1(n).

Replacement Reserve. (a) The Mortgaged Property Borrower shall not initially be under any obligation to establish or maintain a reserve for periodic replacements at the Property. Notwithstanding the foregoing, however, in the event that an Event of Default has occurred and is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminatedcontinuing, then, as additional security for the Debtindebtedness secured hereby, Mortgagor Borrower shall establish and maintain at all times while this Deed of Trust continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repaircapital improvements, replacement repairs and maintenance of the furniture, fixtures and equipment replacements performed at the Mortgaged Property and 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 doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each first monthly Payment Date under the NoteSun Villa Note after the occurrence of an Event of Default and continuing thereafter on each monthly Payment Date, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Sun Villa Note. Deposits , a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of $1,350.00 per month. All sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred Repairs, and is continuing, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower to Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; and (c) for disbursement requests with individual items (i) in excess of $50,000.0020,000.00 with respect to any single Repair, the or (ii) for any single Repair that is structural in nature, delivery to Mortgagee Lender of (1) affidavits, lien waiverswaivers (provided, cancelled checks however, Lender shall not unreasonably withhold its consent to Borrower's provision of a conditional lien waiver subject only to the payment of the amount specified in such disbursement request so long as such conditional lien waiver is accompanied by a final unconditional lien waiver corresponding to any conditional lien waiver previously delivered) or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material materials or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d2) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e3) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new (or amended) certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is requiredrequired by law. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once one time in any ninety (90) day periodcalendar month. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at Mortgagor’s expense, make or cause to Lender's expense (provided that Borrower shall be made responsible for any such expenses incurred by Lender during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs occurrence and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof.continuation of

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of first monthly Payment Date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Mortgagor shall pay to Mortgagee, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $4,388.49 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Mortgagee in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuingoccurred, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor in a form approved in writing by Mortgagee that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0010,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0010,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0010,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s 's expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond complete such Repairs to the reasonable satisfaction of Mortgagee within thirty ninety (3090) days after the receipt of such requestdescription from Mortgagee, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed uponin its sole discretion. Funds Interest on the funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by MarriottAt the Conversion Date, Inc. (“Marriott”)Borrower shall deposit with *Senior Lender or the Escrow Agent $qcq, pursuant to that certain Amended and Restated Management Agreement dated which funds will be used as of August 28a replacement reserve. Thereafter, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, beginning on the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as additional security for the Debt, Mortgagor shall establish and maintain a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance first day of the furniturefirst full month after the Conversion Date and continuing on the same day of each subsequent month until the Loan is paid in full or the Compliance Period expires, fixtures and equipment at whichever is later, Borrower shall deposit $qc with *Senior Lender or the Mortgaged Property and the performance of work Escrow Agent, which amounts shall be added to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreementreplacement reserve; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Note, concurrently with and in addition to the monthly payments due under the Note. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made year during the term of this Mortgage an annual inspection the Loan on the anniversary date of the Mortgaged Property to determine Conversion Date the need, as determined monthly amount due under this section shall increase by Mortgagee 3% over the amount payable for the prior year. All interest earned on the funds in its reasonable judgment, for further Repairs the reserve shall be part of the Mortgaged Propertyreserve. In The funds in the event that such inspection reveals that further Repairs replacement reserve shall only be used to replace or make capital improvements to the Premises (as defined below). Before Borrower may draw on the replacement reserve, Borrower must notify Lender in writing, explain the need for the withdrawal, and receive Lender’s approval of the Mortgaged Property withdrawal, which approval will not be unreasonably withheld. When all amounts due under the Loan Documents are requiredpaid in full or when the Compliance Period has expired, Mortgagee whichever is later, the Escrow Agent (if it is holding this reserve) shall provide Mortgagor with a written description release to Borrower the amount remaining in the replacement reserve (if any). As used in this section, “capital improvements” means improvements to the Premises, the cost of the required Repairs and Mortgagor shall respond within thirty (30) days which would exceed $10,000.00, such as re-roofing, structural repairs, or major projects to replace or upgrade existing furnishings, equipment, or fixtures, but not including replacement of such request, and, thereafter, Mortgagor shall make such Repairs as individual appliances or minor repairs. *Even though Senior Lender may be mutually agreed upon by Mortgagor holding the replacement reserve, Borrower may not draw on the replacement reserve without Lender’s prior written consent, which consent will not be unreasonably withheld, and Mortgagee and within Borrower’s failure to obtain such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve consent shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofdeemed a material breach of this Agreement, notwithstanding Senior Lender’s disbursement of funds from the replacement reserve.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debtindebtedness secured by the Deed of Trust, Mortgagor Assumptor shall establish and maintain at all times while the Deed of Trust continues in effect a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee Noteholder for payment of costs and expenses incurred by Mortgagor Assumptor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, carpet, appliances, landscaping, signs, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work items as Mortgagor deems necessary or appropriate the Noteholder may approve from time to time (collectively, the “Repairs”). Upon Commencing on the termination of first monthly payment date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect Note which occurs after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if Closing Date and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date payment date under the Note, Assumptor shall pay to Noteholder, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Note and all other indebtedness secured by the Deed of Trust is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above$1,230.00 per month. So long as no Default default hereunder or Event of Default under the other Loan Documents has occurred and is continuing, Mortgagee all sums in the Replacement Reserve shall be held by Noteholder in the Replacement Reserve to pay the costs and expenses of the Repairs. So long as no default hereunder or under the other Loan Documents has occurred and is continuing beyond any applicable cure period as provided in the Note and/or the Loan Documents, Noteholder shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Assumptor the amount paid or incurred by Mortgagor Assumptor in performing such Repairs within ten thirty (1030) days following: (a1) the receipt by Mortgagee Noteholder of a written request from Mortgagor Assumptor for disbursement from the Replacement Reserve and a certification by Mortgagor Assumptor in a form approved in writing by Noteholder that the applicable item of Repair has been completed; (b2) the delivery to Mortgagee Noteholder of invoices, receipts, cancelled checks receipts or other reasonable evidence reasonably satisfactory to MortgageeNoteholder, verifying the cost of performing the Repairs; (c3) for disbursement requests with individual items in excess of $50,000.00, the delivery to Mortgagee Noteholder of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Noteholder showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d4) for disbursement requests in excess of $50,000.00, delivery to Mortgagee Noteholder of a certification from an inspecting architect or other third party acceptable to Mortgagee Noteholder describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; : and (e5) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee Noteholder of a new certificate of occupancy or local equivalent for the portion of the Improvements (as defined in the Deed of Trust) covered by such Repairs, if said new certificate of occupancy is required by applicable law, or a certification by Mortgagor Assumptor that no new certificate of occupancy is required. Mortgagee Noteholder shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day periodperiod or in amounts less than $2,500.00. In making any payment from the Replacement Reserve, Mortgagee Noteholder shall be entitled to rely on such request from Mortgagor Assumptor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Noteholder may, at MortgagorAssumptor’s expense, make or cause to be made during the term of this Mortgage the Deed of Trust an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Noteholder in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Noteholder shall provide Mortgagor Assumptor with a written description of the required Repairs and Mortgagor Assumptor shall respond complete such Repairs to the reasonable satisfaction of Noteholder within thirty (30) days after the receipt of such requestdescription from Noteholder, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor Noteholder in its sole discretion. The Replacement Reserve shall be deposited in an interest bearing account and Mortgagee accrue interest in the same manner as the TILC Reserve accrues interest under Section 4.28 of the Deed of Trust. At Noteholder’s option and within in Noteholder’s discretion, the Replacement Reserve funds may either be held in a separate account or be commingled by Noteholder with the general funds of Noteholder. The Replacement Reserve is solely for the protection of Noteholder and entails no responsibility on Noteholder’s part beyond the payment of the costs and expenses described in this Section in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. In the event that the amounts on deposit or available in the Replacement Reserve are inadequate to pay the cost of the Repairs, Assumptor shall pay the amount of such time period as may be mutually agreed upondeficiency. Funds contained Upon assignment of this Deed of Trust by Noteholder, any funds in the Replacement Reserve shall be placed turned over to the assignee and any responsibility of Noteholder, as assignor, with respect thereto shall terminate. If there is a default under the Deed of Trust which is not cured within any applicable grace or cure period, Noteholder may, but shall not be obligated to, apply at any time the balance then remaining in an interest-bearing account upon receipt the Replacement Reserve against the indebtedness secured by the Deed of Trust hereby in whatever order Noteholder shall subjectively determine. No such application of the Replacement Reserve shall be deemed to cure any default under the Deed of Trust. Upon full payment of the indebtedness secured hereby in accordance with its terms or at such earlier time as Noteholder may elect, the balance of the Replacement Reserve then in Noteholder’s possession shall be paid over to Assumptor and interest thereon credited to Mortgagor as provided in Section 4.31 hereofno other party shall have any right or claim thereto.

Replacement Reserve. (a) The Mortgaged Property Borrower shall not initially be under any obligation to establish or maintain a reserve for periodic replacements at the Property. Notwithstanding the foregoing, however, in the event that an Event of Default has occurred and is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminatedcontinuing, then, as additional security for the Debtindebtedness secured hereby, Mortgagor Borrower shall establish and maintain at all times while this Security Deed continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repaircapital improvements, replacement repairs and maintenance of the furniture, fixtures and equipment replacements performed at the Mortgaged Property and 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 doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each first monthly Payment Date under the NoteCountryside Lake Lanier Xxxx after the occurrence of an Event of Default and continuing thereafter on each monthly Payment Date, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Countryside Lake Lanier Xxxx, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of $2,283.34 per month. All sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred Repairs, and is continuing, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower to Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; and (c) for disbursement requests with individual items (i) in excess of $50,000.0020,000.00 with respect to any single Repair, the or (ii) for any single Repair that is structural in nature, delivery to Mortgagee Lender of (1) affidavits, lien waiverswaivers (provided, cancelled checks however, Lender shall not unreasonably withhold its consent to Borrower's provision of a conditional lien waiver subject only to the payment of the amount specified in such disbursement request so long as such conditional lien waiver is accompanied by a final unconditional lien waiver corresponding to any conditional lien waiver previously delivered) or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material materials or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d2) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e3) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new (or amended) certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is requiredrequired by law. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once one time in any ninety (90) day periodcalendar month. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at Mortgagor’s expenseLender's expense (provided that Borrower shall be responsible for any such expenses incurred by Lender during the occurrence and continuation of an Event of Default), make or cause to be made during the term of this Mortgage Security Deed an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Lender in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Lender shall provide Mortgagor Borrower with a written description of the required Repairs and Mortgagor Borrower shall respond complete such Repairs to the reasonable satisfaction of Lender within thirty ninety (3090) days after the receipt of such requestdescription from Lender, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed uponLender in its sole discretion. Funds Interest or other earnings on the funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor Borrower as provided in Section 4.31 Section_4.28 hereof. In the event that the amounts on deposit or available in the Replacement Reserve are inadequate to pay the cost of the Repairs, Borrower shall pay the amount of such deficiency.

Replacement Reserve. (a) The Mortgaged Trust Property is currently managed by Residence Inn by MarriottPromus Hotels, Inc. (“Marriott”"Promus"), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 1029, 20041999, between AHM RES II Limited Partnership Promus and Marriott Apple Suites Management, Inc. (together, the “Marriott "Promus Management Agreement”"). If the Marriott Promus Management Agreement is terminated, then, as additional security for the Debt, Mortgagor Grantor shall establish and maintain a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee Beneficiary for payment of costs and expenses incurred by Mortgagor Grantor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Trust Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “"Repairs”"). Upon the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage Deed of Trust continues in effect after the termination of the Marriott Promus Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Trust Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Note, concurrently with and in addition to the monthly payments due under the Note. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Trust Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Trust Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Trust Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred and is continuing, Mortgagee Beneficiary shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Grantor the amount paid or incurred by Mortgagor Grantor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Beneficiary of a written request from Mortgagor Grantor for disbursement from the Replacement Reserve and a certification by Mortgagor Grantor in a form reasonably approved in writing by Beneficiary that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Beneficiary of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to MortgageeBeneficiary, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0025,000.00, the delivery to Mortgagee Beneficiary of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Beneficiary showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Trust Property have been paid all amounts due for labor and materials furnished to the Mortgaged Trust Property; (d) for disbursement requests in excess of $50,000.0025,000.00, delivery to Mortgagee Beneficiary of a certification from an inspecting architect or other third party acceptable to Mortgagee Beneficiary describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0025,000.00, delivery to Mortgagee Beneficiary of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Grantor that no new certificate of occupancy is required. Mortgagee Beneficiary shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee Beneficiary shall be entitled to rely on such request from Mortgagor Grantor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Beneficiary may, at Mortgagor’s Grantor's expense, make or cause to be made during the term of this Mortgage xxxx Xeed of Trust an annual inspection of the Mortgaged Trust Property to determine the need, as determined by Mortgagee Beneficiary in its reasonable judgment, for further Repairs of the Mortgaged Trust Property. In the event that such inspection reveals that further Repairs of the Mortgaged Trust Property are required, Mortgagee Beneficiary shall provide Mortgagor Grantor with a written description of the required Repairs and Mortgagor Grantor shall respond complete such Repairs to the reasonable satisfaction of Beneficiary within thirty ninety (3090) days after the receipt of such requestdescription from Beneficiary, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed uponBeneficiary in its reasonable discretion. Funds Interest on the funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor Grantor as provided in Section 4.31 4.32 hereof.

Replacement Reserve. On the Closing Date, Borrowers shall deposit with Lender (aor such agent of Lender as Lender may designate in writing to Borrowers from time to time) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. $1,073,000.00 (“Marriott”the "Initial Replacement Reserve Deposit"), pursuant and thereafter Borrowers shall deposit with Lender monthly, on each Payment Date commencing with the First Payment Date, $19,135.17 (subject to that certain Amended and Restated Management Agreement dated adjustment as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (togetherprovided below, the “Marriott Management Agreement”"Monthly Replacement Reserve Amount") for the purpose of creating a reserve for Capital Expenditures (said funds, together with any interest thereon and additions thereto, the "Replacement Reserve"). If In the Marriott Management Agreement is terminatedevent of a Partial Release permitted under this Loan Agreement, thenLender agrees, as additional security upon written request from Borrowers, to adjust the Monthly Replacement Reserve Amount to account for the Debtrelease of such Individual Property(ies), Mortgagor which adjustment shall establish and maintain a repair and replacement reserve be in the amount such that the Monthly Replacement Reserve Amount equals the product of $214 multiplied by the number of Units in the remaining Properties divided by twelve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”12). Upon the termination Lender's determination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property such adjusted amount shall be immediately assigned sent to Mortgagee Borrowers within forty-five (45) days after Lender's receipt of Borrowers' written request therefor, and absent manifest error, Lender's determination shall be deemed reasonable and final, and shall constitute the Monthly Replacement Reserve Amount required to be deposited into the Replacement ReserveReserve on each Payment Date thereafter. The Replacement Reserve In no event shall be maintained for so long as this Mortgage continues the balance in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long be reduced as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Note, concurrently with and in addition to the monthly payments due under the Note. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee consequence of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is requiredPartial Release. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds The funds contained in the Replacement Reserve shall be placed utilized solely to pay for or reimburse Borrowers for the actual bona fide out-of-pocket cost of Capital Expenditures performed during the term of the Loan in an interest-bearing accordance with the schedule of permitted capital expenditures attached hereto as Schedule 6.4, or for such other Capital Expenditures as are approved by Lender for disbursements from the Replacement Reserve (collectively, "Approved Capital Expenditures"), and shall not be used by Borrowers for purposes for which any other Reserve is established. Upon Borrowers' written request for disbursement, Lender shall disburse funds from the Replacement Reserve to or for the account of Borrowers, to pay for or to reimburse Borrowers for such Approved Capital Expenditures, on the Payment Date following such request, upon receipt satisfaction of each of the conditions listed on Schedule 6.6 and interest thereon credited to Mortgagor as provided each of the conditions set forth in Section 4.31 hereof6.6, provided, in no event shall Lender be obligated to disburse to Borrowers more than the aggregate of (i) the Annualized Disbursement Amount (as defined below) plus (ii) twenty percent (20%) of the Initial Replacement Reserve Deposit in any calendar year. The "Annualized Disbursement Amount" shall be equal to zero for purposes of determining disbursements from the Replacement Reserve prior to January, 2005, and shall be $229,622.00 thereafter, less, if a Partial Release of any Individual Property(ies) occurs, an amount equal to the product of $214 multiplied by the number of Units in the Individual Property(ies) subject to such Partial Release divided by twelve (12).

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpetselevators, applianceslighting, fixturesballasts, furnishings, elevators lamps and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of first monthly payment date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date payment date under the Note, Mortgagor shall pay to Mortgagee, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above$1,044.51 per month. So long as no Default default hereunder or Event under the other Loan Documents has occurred and is continuing, all sums in the Replacement Reserve shall be held by Mortgagee in the Replacement Reserve to pay the costs and expenses of Default Repairs. So long as no default hereunder or under the other Loan Documents has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor in a form approved in writing by Mortgagee that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0020,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof.any

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon Commencing on the termination of first monthly Payment Date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $2,020.08 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuingoccurred, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower in a form approved in writing by Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to MortgageeLender, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0025,000.00, the delivery to Mortgagee Lender of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is required. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at MortgagorBorrower’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Lender in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Lender shall provide Mortgagor Borrower with a written description of the required Repairs and Mortgagor Borrower shall respond complete such Repairs to the reasonable satisfaction of Lender within thirty ninety (3090) days after the receipt of such requestdescription from Lender, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained Lender in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits sole discretion.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement reserve (the ““ Replacement ReserveReserve ”) with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs“ Repairs ”). Upon Commencing on the termination of first monthly Payment Date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $647.93 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuingoccurred, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower in a form approved in writing by Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to MortgageeLender, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0025,000.00, the delivery to Mortgagee Lender of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is required. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at MortgagorBorrower’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Lender in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Lender shall provide Mortgagor Borrower with a written description of the required Repairs and Mortgagor Borrower shall respond complete such Repairs to the reasonable satisfaction of Lender within thirty ninety (3090) days after the receipt of such requestdescription from Lender, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained Lender in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits sole discretion.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the Improvements including but not limited to roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical mechanical, electrical, plumbing and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “"Repairs”"). Upon the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs provided such costs and Equipment Reserve expenses are incurred for repairs (as defined in the Marriott Management Agreementi) not incurred for ordinary wear and attributable to tear at the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve(ii) categorized under generally accepted accounting principles as a capital expense and not as an operating expense. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; providedCommencing on June 1, however, no monthly deposits will be required to the Replacement Reserve if 2004 and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing on each monthly Payment Date thereafter under the Note, Mortgagor shall pay to Mortgagee, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $3,502.70 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Mortgagee in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default (as hereinafter defined) or Event of Default has occurred and is continuingoccurred, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount incurred and paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor that in the applicable item of Repair has been completedform attached hereto as Exhibit B; (b) the delivery to Mortgagee of paid invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost and payment of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0010,000.00 per item, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property, conditioned only upon such parties' actual receipt (if by check, subject to collection) of such amount due for said labor and materials; (d) for disbursement requests in excess of $50,000.0010,000.00 per item, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the state of completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0010,000.00 per item, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required; and (f) the receipt by Mortgagee of an administrative fee in the amount of $150.00. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s 's expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond complete such Repairs to the reasonable satisfaction of Mortgagee within thirty ninety (3090) days after the receipt of such requestdescription from Mortgagee, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed uponin its reasonable discretion. Funds Interest on the funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a repair and replacement capital improvement reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofswhich would normally be treated as a capital improvement under generally accepted accounting principles, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate consistently applied (collectively, the “RepairsReplacements”). Upon Commencing on the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly first Payment Date under the NoteNote and continuing on each Payment Date thereafter, concurrently with and Mortgagor shall pay to Mortgagee, in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above$3,459.00 on each Payment Date. So long as no Default or Event of Default has occurred and is continuingcontinuing and then exists and has not been waived, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs Replacements within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor in a form approved in writing by Mortgagee, which approval shall not be unreasonably withheld, conditioned or delayed that the applicable item of Repair Replacement has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the RepairsReplacements; (c) for disbursement requests with individual items in excess of $50,000.0050,000, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid paid, or upon the making of the requested disbursements, will be paid, all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0050,000, delivery to Mortgagee of a certification from an inspecting architect or other third party reasonably acceptable to Mortgagee describing the completed Repairs Replacements and verifying the completion of the Repairs Replacements and the value of the completed RepairsReplacements; and (e) for disbursement requests costing in excess of $50,000.0050,000, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such RepairsReplacements, if said new certificate of occupancy is required by law, or a an architect’s certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs Replacements of the Mortgaged Property; such inspection to be no more frequent than once in any calendar year unless an Event of Default shall have occurred and is continuing and not been waived. In the event that such inspection reveals reveals, in Mortgagee’s reasonable opinion, that further Repairs Replacements of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs Replacements and Mortgagor shall respond complete such Replacements to the reasonable satisfaction of Mortgagee within thirty ninety (3090) days (or such additional time as reasonably required so long as Mortgagor has begun the completion of such requestReplacements within such ninety (90) day period and diligently continues such work) after the receipt of such description from Mortgagee, andsubject to extension for force majeure, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits reasonable discretion.

Replacement Reserve. (a) The Mortgaged Property Borrower shall not initially be under any obligation to establish or maintain a reserve for periodic replacements at the Property. Notwithstanding the foregoing, however, in the event that an Event of Default has occurred and is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminatedcontinuing, then, as additional security for the Debtindebtedness secured hereby, Mortgagor Borrower shall establish and maintain at all times while this Security Deed continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repaircapital improvements, replacement repairs and maintenance of the furniture, fixtures and equipment replacements performed at the Mortgaged Property and 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 doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each first monthly Payment Date under the NoteCountryside Atlanta Note after the occurrence of an Event of Default and continuing thereafter on each monthly Payment Date, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Countryside Atlanta Note. Deposits , a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) of $1,129.17 per month. All sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred Repairs, and is continuing, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower to Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; and (c) for disbursement requests with individual items (i) in excess of $50,000.0020,000.00 with respect to any single Repair, the or (ii) for any single Repair that is structural in nature, delivery to Mortgagee Lender of (1) affidavits, lien waiverswaivers (provided, cancelled checks however, Lender shall not unreasonably withhold its consent to Borrower's provision of a conditional lien waiver subject only to the payment of the amount specified in such disbursement request so long as such conditional lien waiver is accompanied by a final unconditional lien waiver corresponding to any conditional lien waiver previously delivered) or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof.could

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Deed of Trust continues in effect a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee Lender for payment of costs and expenses incurred by Mortgagor Borrower in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve Commencing with First Payment Date (as defined in the Marriott Management AgreementNote) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Borrower shall pay to Lender, concurrently with and in addition to the monthly payments payment due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $919.00 per month. So long as no Event of Default has occurred, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Lender in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expenses of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuingoccurred, Mortgagee Lender shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Borrower the amount paid or incurred by Mortgagor Borrower in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Lender of a written request from Mortgagor Borrower for disbursement from the Replacement Reserve and a certification by Mortgagor Borrower in a form approved in writing by Lender that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Lender of invoices, receipts, cancelled checks receipts or other evidence reasonably satisfactory to MortgageeLender, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.0025,000.00, the delivery to Mortgagee Lender of affidavits, lien waivers, cancelled checks waivers or other evidence reasonably satisfactory to Mortgagee Lender showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a certification from an inspecting architect or other third party acceptable to Mortgagee Lender describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.0025,000.00, delivery to Mortgagee Lender of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Borrower that no new certificate of occupancy is required. Mortgagee Lender shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety thirty (9030) day period. In making any payment from the Replacement Reserve, Mortgagee Lender shall be entitled to rely on such request from Mortgagor Borrower without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Lender may, at MortgagorBorrower’s expense, make or cause to be made during the term of this Mortgage Deed of Trust an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee Lender in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee Lender shall provide Mortgagor Borrower with a written description of the required Repairs and Mortgagor Borrower shall respond complete such Repairs to the reasonable satisfaction of Lender within thirty ninety (3090) days after the receipt of such requestdescription from Lender, and, thereafter, Mortgagor shall make or such Repairs later date as may be mutually agreed upon approved by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained Lender in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereofits sole discretion.

Replacement Reserve. (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as As additional security for the Debt, Mortgagor Grantor shall establish and maintain at all times while this Deed of Trust continues in effect a repair and replacement reserve (the “"Replacement Reserve”") with Mortgagee Beneficiary for payment of costs and expenses incurred by Mortgagor Grantor in connection with the repairperformance of work related to the maintenance, replacement and maintenance and/or repair of the furnitureTrust Property, fixtures and equipment at the Mortgaged Property and the performance of including without limitation, work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor Grantor deems necessary or appropriate (collectively, the “"Repairs”"). Upon Commencing on the termination of first monthly Payment Date under the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs Note and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made continuing thereafter on each monthly Payment Date under the Note, Grantor shall pay to Beneficiary, concurrently with and in addition to the monthly payments due under the Note. Deposits Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve, when required, shall be Reserve in an amount equal to five percent (5.0%) $5,375.00 per month. So long as no Event of Default has occurred and is continuing, all sums in the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required held by Beneficiary in an amount equal the Replacement Reserve to pay the difference between such Management Agreement reserve percentage costs and five percent (5%) expense of the gross revenues of the Property as calculated aboveRepairs. So long as no Default or Event of Default has occurred and is continuing, Mortgagee Beneficiary shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor Grantor the amount paid or incurred by Mortgagor Grantor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee Beneficiary of a written request from Mortgagor Grantor for disbursement from the Replacement Reserve and a certification by Mortgagor Grantor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee Beneficiary of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to MortgageeBeneficiary, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items costing in excess of $50,000.00, the delivery to Mortgagee Beneficiary of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee Beneficiary showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Trust Property have been paid all amounts due for labor and materials furnished to the Mortgaged Trust Property; (d) for disbursement requests with individual items costing in excess of $50,000.00, delivery to Mortgagee Beneficiary of a certification from an inspecting architect or other a third party acceptable to Mortgagee Beneficiary describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests with individual items costing in excess of $50,000.00, delivery to Mortgagee Beneficiary of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor Grantor that no new certificate of occupancy is required. Mortgagee Beneficiary shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee Beneficiary shall be entitled to rely on such request from Mortgagor Grantor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee Beneficiary may, at Mortgagor’s Grantor's expense, make or cause to be made during the term of this Mortgage Xxxx xx Trust an annual inspection of the Mortgaged Trust Property to determine the need, as determined by Mortgagee Beneficiary in its reasonable judgment, for further Repairs of the Mortgaged Trust Property. In the event that such inspection reveals that further Repairs of the Mortgaged Trust Property are required, Mortgagee Beneficiary shall provide Mortgagor Grantor with a written description of the required Repairs and Mortgagor Grantor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor Grantor shall make such Repairs Repairs, as may be mutually agreed upon by Mortgagor Grantor and Mortgagee Beneficiary and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor Grantor as provided in Section 4.31 hereof.