Common use of Required Repairs Clause in Contracts

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.00. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. On the Commencement Date, Tenant shall deposit with Landlord the sum of Four Hundred Eighty-Two Thousand Two Hundred Sixty-Five and No/00 Dollars (a$482,265.00) Borrower (or deliver a Letter of Credit as defined in Section 30.06(d) in such amount, which Letter of Credit shall make be held and disbursed in the same manner as described in Section 30.05 hereof with respect to the Letter of Credit for the Required Repairs), to complete each item of the repairs and improvements relating to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports prepared in connection with Locations described on Exhibit I (the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”) and Landlord shall hold or cause the Mortgagee to hold such amount for Tenant’s benefit in an interest-bearing account (which may be a book entry subaccount) (the “Required Repairs Subaccount”); all interest thereon shall accrue for the benefit of Tenant. Borrower Tenant shall complete the Required Repairs in a good and workmanlike manner at the applicable Property Location on or before the date that is twelve (12) months from the Closing Date or within deadline for such other time frame for completion specifically Required Repairs as set forth on Schedule 9.1. in Exhibit I. Landlord shall disburse or cause the Mortgagee to disburse the funds held in the Required Repairs Subaccount to Tenant, within fifteen (15) days after the delivery by Tenant to Landlord of a request therefor, in an amount greater than Twenty-Five Thousand Dollars ($25,000) (or a lesser amount if the total amount in the Required Repair Subaccount is less than Twenty-Five Thousand Dollars ($25,000), in which case only one disbursement of the amount remaining in the account shall be made), accompanied by the following items: (a) a certificate signed by an officer of Tenant: (i) stating that the Required Repair which is the subject of the requested disbursement has been completed, (ii) identifying each Person that supplied materials or labor in connection with such Required Repairs or any portion thereof, and (iii) stating that each such Person supplying materials or labor has been or, upon receipt of the requested disbursement, will be paid in full with respect to the portion of the Required Repairs which is the subject of the requested disbursement; (b) Borrower copies of appropriate lien waivers, to the extent applicable, or other evidence of payment reasonably satisfactory to Landlord; and (c) if requested by Landlord’s Mortgagee, a title search for such Property Location indicating that such Property Location is free from all liens, claims and other encumbrances not previously approved by Landlord. Landlord shall establish on be obligated to make (or cause Mortgagee to make) disbursements from the date hereof an Eligible Account Required Repair Subaccount with Lender respect to a Property Location in the amount allocated for such Property Location set forth in Exhibit I (even if the cost to complete such work is less than the amount set forth in Exhibit I) but Landlord shall not be obligated to make (or Lender’s agent cause Mortgagee to fund make) disbursements in excess of the amount allocated for Property Location as set forth in Exhibit I. If Tenant does not complete the Required Repairs (at the “applicable Property Location by the required deadline for such Required Repair Account”) into which Borrower shall deposit on the date hereof the amount Repairs, then Landlord may apply such funds to completion of $0.00such Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely Tenant’s completion of all Required Repairs and in accordance with this Section, Landlord shall release or cause Mortgagee to release any Additional funds remaining in the Required RepairsRepairs Subaccount, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to BorrowerTenant.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual the Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “"Required Repairs”"). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s 's agent to fund the Required Repairs (the “"Required Repair Account”") into which Borrower shall deposit on the date hereof the amount of $0.00596,250.00, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “"Required Repair Funds”". (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower shall make perform the repairs and improvements to each Individual Property at the Property, as more particularly set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports prepared in connection with the closing of the Loan III hereto (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame required deadline for completion specifically each repair as set forth on Schedule 9.1. (b) III. It shall be an Event of Default under this Agreement if Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund does not complete the Required Repairs at the Property by the required deadline for each repair as set forth on Schedule III; provided, however, that Lender in its sole and absolute discretion may agree to extend the time to complete the Required Repairs if Borrower, despite its good faith efforts, has failed to complete the Required Repairs within such period. The parties hereby acknowledge and agree that as of the date hereof, AGL Investments No. 2 Limited Partnership L.L.L.P., Borrower, Lender and LandAmerica Partners Title Company have entered into that certain Escrow Instructions for Order No.: GF#2711000981 (the “Required Repair AccountEscrow Agreement”) into which with respect to certain costs and expenses related to the completion of the Required Repairs. Borrower shall deposit on the date hereof the amount of $0.00. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) shall observe and perform the timely completion of all Required Repairs and any Additional Required Repairs, if any, obligations imposed upon it under the Escrow Agreement in accordance with the requirements of this Agreement, as verified by Lender in its a commercially reasonable discretion, manner; (ii) shall enforce the payment terms, covenants and conditions contained in full the Escrow Agreement upon the part of the Debt other parties thereto to be observed or performed in a commercially reasonable manner, (iii) shall not amend, modify or terminate the earlier release Escrow Agreement without the prior written consent of Lender and (iv) shall not submit any Disbursement Request (as defined in the Escrow Agreement) pursuant to Section 3 of the Lien Escrow Agreement unless such Disbursement Request has been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed. If Borrower submits to Lender for its approval a Disbursement Request, together with all supporting documentation reasonably required by Lender, and Lender does not respond to Borrower with its approval, denial or request for additional information within five (5) Business Days of Lender’s receipt of said Disbursement Request, such Disbursement Request shall be deemed approved by Lender provided that the Mortgage (and all related obligations) submission to Lender is marked in accordance bold lettering with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrowerfollowing: “LENDER’S RESPONSE IS REQUIRED WITHIN 5 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF SECTION 7.1 OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER”.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). All Required Repairs (other than the Secondary Containment Required ▇▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇▇▇▇ 133 Repairs and the Required Repairs related to the completion of the façade repairs at the Individual Property commonly known as The ▇▇▇▇▇▇▇▇▇ Hotel and provided that the failure to complete such Required Repair does not endanger any tenant, patron or other occupant of the Individual Property or the general public) shall be completed within twelve (12) months (the “Required Repair Deadline”) of the Closing Date; provided, however, if Borrower shall have been unable to complete such Required Repair by the Required Repair Deadline, Borrower shall have the right, without the consent of Lender, to extend the Required Repair Deadline to the First Required Repair Extended Deadline and further to the Final Required Repair Extended Deadline, as applicable, provided that the following conditions are satisfied: Lender shall have received a certificate executed by an officer of Borrower certifying that Borrower has used commercially reasonable efforts to complete such Required Repair by the Required Repair Deadline and that the failure to complete such Required Repair does not endanger any tenant, patron or other occupant of the Individual Property or the general public and does not materially and adversely affect the value of the Individual Property; provided, however, further, in the event that Borrower shall have been unable to complete such Required Repair by the Final Required Repair Extended Deadline, the Final Required Repair Extended Deadline may, with the prior written consent of Lender, be further extended to a date determined by Lender. The Required Repair related to the completion of the façade repairs at the Individual Property commonly known as The ▇▇▇▇▇▇▇▇▇ Hotel shall be completed within twenty-four (24) months of the Closing Date (“▇▇▇▇▇▇▇▇▇ Façade Required Repair Deadline”); provided, however, if Borrower shall have been unable to complete such Required Repair by the ▇▇▇▇▇▇▇▇▇ Façade Required Repair Deadline, the ▇▇▇▇▇▇▇▇▇ Façade Required Repair Deadline may, with the prior written consent of Lender, be extended to a date determined by Lender. If the failure to complete any Required Repair can reasonably be expected to endanger any tenant, patron or other occupant of the Individual Property or the general public, such Required Repair must be completed within ninety (90) days of the Closing Date. Borrower shall complete the Required Repairs in a good and workmanlike manner on or before and otherwise in accordance with this Agreement. With respect to the date that is twelve Individual Properties commonly known as Hilton Parsippany, Marriott Omaha and Marriott Sugar Land, Borrower shall, within ninety (1290) months from days of the Closing Date or within such other time frame for completion specifically (at its sole cost and expense), install the secondary containment ASTs set forth across from such Individual Property’s name on Schedule 9.1. 9.1 attached hereto, and, with respect to the Individual Property commonly known as Renaissance Palm Springs, Borrower shall, within one hundred eighty (b180) Borrower shall establish days of the Closing Date (at its sole cost and expense), install the secondary containment ASTs set forth across from such Individual Property’s name on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.00. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if anySchedule 9.1 attached hereto, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) each case in accordance with the terms of this Agreement and all applicable laws (such repairs, collectively, the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the “Secondary Containment Required Repair Account shall be returned to BorrowerRepairs”).

Required Repairs. (a) Subject to Lender making applicable Reserve Funds available therefor, Borrower shall make the repairs and improvements to each Individual the Property as set forth in the columns labeled “Immediate” and “Year 1” on Schedule 9.1 I attached hereto and made a part hereof (but excluding in all event Item 6 thereof relating to Façade Repairs and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve eighteen (1218) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1.I. (b) Borrower shall establish on the date hereof Closing Date an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof Closing Date the amount of $0.002,040,735.00, which amount equals one hundred ten percent (110%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) . Upon the earliest to occur earlier of (i1) the timely Borrower’s completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms hereof (provided Borrower has supplied Lender with evidence reasonably satisfactory to Lender of this Agreement and the other Loan Documentspayment of all Required Repairs), provided so long as no Event of Default is then continuingcontinuing or (2) payment in full by Borrower of all sums evidenced by the Note (other than obligations of Borrower which survive repayment of the Loan such as indemnification obligations) and secured by the Mortgage, Lender shall disburse to Borrower all amounts remaining on depositRequired Repair Funds, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.0016,250.00, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage Mortgages (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower shall, or shall make cause ▇▇▇▇▇▇ Mortgage Borrower to perform the repairs and improvements to each Individual Property at the Properties, as more particularly set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports prepared in connection with the closing of the Loan 7.1.1 hereto (such repairs hereinafter collectively referred to as “Required Repairs”). Subject to Unavoidable Delays, Borrower shall, or shall cause ▇▇▇▇▇▇ Mortgage Borrower to complete the Required Repairs in a good and workmanlike manner on or before within the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically frames set forth on Schedule 9.1. (b) 7.1.1 hereto. It shall be an Event of Default under this Agreement if subject to Unavoidable Delays, Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund ▇▇▇▇▇▇ Mortgage Borrower do not complete the Required Repairs (at each Individual Property by the “required dates. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Account”) into which Borrower shall deposit on Funds from the date hereof the amount of $0.00. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon Account and Lender may, subject to the earliest terms and provisions of the ▇▇▇▇▇▇ Loan Documents, apply such funds either to occur of (i) the timely completion of all the Required Repairs and any Additional Required Repairs, if any, in accordance with at one or more of the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the Properties or toward payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (in such order, proportion and priority as Lender may determine in its sole discretion. Lender’s right to withdraw and apply Required Repair Funds shall be in addition to all related obligations) in accordance with the terms of other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, provided Borrower shall deposit with Lender the amount for each Individual Property set forth on such Schedule 7.1.1 hereto to perform the Required Repairs for such Individual Property multiplied by one hundred twenty-five percent (125%) (or a Letter of Credit in lieu thereof). Amounts so deposited with Lender (or the proceeds of any Letter of Credit delivered in lieu thereof) shall be held by Lender in accordance with Section 7.5 hereof. Amounts so deposited (and the proceeds of any Letter of Credit delivered pursuant to this Section 7.1.1) shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.” (b) Lender shall disburse to Borrower the Required Repair Funds from the Required Repair Account from time to time, but not more frequently than once in any thirty (30) day period, upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least thirty (30) days prior to the date on which Borrower request such payment be made and specifies the Required Repairs to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (c) Lender shall have received an Officer’s Certificate (i) stating that all Required Repairs at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner (or any materials to be reimbursed by the requested disbursement are on site at the Individual Property and are properly secured or in a bonded warehouse or have been installed in the Individual Property) and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs, (ii) identifying each Person that supplied materials or labor in connection with the Required Repairs performed at such Individual Property to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be paid in full upon such disbursement (except for customary retainage), such Officer’s Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender from each Person receiving $50,000 or more in payment, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is then continuingfree from all liens, all amounts remaining claims and other encumbrances not previously Table of Contents approved by Lender which are not Permitted Encumbrances, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Required Repairs at such Individual Property to be funded by the requested disbursement have been completed (or any materials to be reimbursed by the requested disbursement are on deposit, site at the Individual Property and are properly secured or in a bonded warehouse or have been installed in the Individual Property) and are paid for or will be paid upon such disbursement to Borrower (except for customary retainage). Lender shall not be required to make disbursements from the Required Repair Account with respect to any Individual Property unless such requested disbursement is in an amount greater than $25,000 (or a lesser amount if any, the total amount in the Required Repair Account is less than $25,000, in which case only one (1) disbursement of the amount remaining in the account shall be returned made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.1.2 in all material respects. Provided no Event of Default has occurred and is continuing, any funds remaining in the Required Repairs Account after completion of all Required Repairs and the delivery of evidence thereof in accordance with the terms and conditions of this Agreement will be disbursed to Borrower. In the event Borrower delivers a Letter of Credit to Lender in lieu of depositing cash into the Required Repair Account, provided Borrower delivers evidence reasonably acceptable to Lender that certain of the applicable Required Repairs have been completed in a good and ▇▇▇▇▇▇▇-like-manner and such Required Repairs have been paid for in full, Borrower shall be permitted to deliver a replacement Letter of Credit in an amount equal to 125% of the then remaining outstanding Required Repairs in substitution for the Letter of Creditor previously delivered to Lender.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.0055,250.00, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage Mortgages (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.0071,062.50, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage Mortgages (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual the Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.00, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, and provided no Event of Default is then continuing, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be promptly returned to Borrower.

Required Repairs. (a) Borrower On the Commencement Date, Tenant shall make deposit with Landlord the sum of [ ][To be updated on the Effective Date], to complete each item of the repairs and improvements relating to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports prepared in connection with Locations described on Exhibit I (the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”) and Landlord shall hold or cause the Mortgagee to hold such amount for Tenant’s benefit in an interest-bearing account (which may be a book entry subaccount) (the “Required Repairs Subaccount”); all interest thereon shall accrue for the benefit of Tenant. Borrower Tenant shall complete the Required Repairs in a good and workmanlike manner at the applicable Property Location on or before the date that is twelve (12) months from the Closing Date or within deadline for such other time frame for completion specifically Required Repairs as set forth in Exhibit I [To be updated on Schedule 9.1. the Effective Date]. Landlord shall disburse or cause the Mortgagee to disburse the funds held in the Required Repairs Subaccount to Tenant, within fifteen (15) days after the delivery by Tenant to Landlord of a request therefor, in an amount greater than $25,000 (or a lesser amount if the total amount in the Required Repair Subaccount is less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made), accompanied by the following items: (a) a certificate signed by an officer of Tenant: (i) stating that the Required Repair which is the subject of the requested disbursement has been completed, (ii) identifying each Person that supplied materials or labor in connection with such Required Repairs or any portion thereof, and (iii) stating that each such Person supplying materials or labor has been or, upon receipt of the requested disbursement, will be paid in full with respect to the portion of the Required Repairs which is the subject of the requested disbursement; (b) Borrower copies of appropriate lien waivers, to the extent applicable, or other evidence of payment reasonably satisfactory to Landlord; and (c) if requested by Landlord’s Lender, a title search for such Property Location indicating that such Property Location is free from all liens, claims and other encumbrances not previously approved by Landlord. Landlord shall establish on be obligated to make disbursements from the date hereof an Eligible Account Required Repair Subaccount with Lender or Lender’s agent respect to fund a Property Location in the amount allocated for such Property Location set forth in Exhibit I (even if the cost to complete such work is less than the amount set forth in Exhibit I) but Landlord shall not be obligated to make disbursements in excess of the amount allocated for Property Location as set forth in Exhibit I. If Tenant does not complete the Required Repairs (at the “applicable Property Location by the required deadline for such Required Repair Account”) into which Borrower shall deposit on the date hereof the amount Repairs, then Landlord may apply such funds to completion of $0.00such Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely Tenant’s completion of all Required Repairs and in accordance with this Section, Landlord shall release or cause Mortgagee to release any Additional funds remaining in the Required RepairsRepairs Subaccount, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to BorrowerTenant.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.00149,937.50, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage Mortgages (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower Tenant shall make perform the repairs and improvements to each Individual Property as actions (each, a “Required Repair”) set forth on Schedule 9.1 Exhibit F hereto in compliance with the conditions set forth in Paragraph 13(b) hereof and as more particularly described provide Landlord with documentation, reasonably satisfactory to Landlord, of the lien free completion of the activities listed on such schedule within one hundred twenty (120) days after the date hereof. Such documentation shall include, without limitation, copies of all relevant reports, contracts, lien waivers, agreements and, where appropriate, photographic evidence documenting the completed obligations, and all other documents and information reasonably required by Landlord or Lender in connection therewith. Tenant shall pay all costs associated with the obligations set forth in this Paragraph 34. Upon receipt of written notice from Landlord that Tenant has failed to timely complete any Required Repair, Tenant shall have thirty (30) days to cure such failure at which point such failure shall be deemed to be an Event of Default; provided, however, that in the Property Condition Reports prepared event Tenant hall have commenced and shall be diligently pursuing a cure of such failure, such thirty (30) day cure period shall be extended to allow Tenant to complete such cure; provided further, however, that in connection with no event shall the closing of period during which Tenant may perform the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete , as the Required Repairs in a good and workmanlike manner on or before the date that is twelve same may be extended, exceed one hundred eighty (12180) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1days. (b) Borrower Upon execution of this Lease, Tenant shall establish on deposit with Landlord’s Lender, if requested, an escrow equal to 125% of the date hereof an Eligible Account with Lender or Lender’s agent estimated cost of completing the Required Repairs. If Tenant fails to fund perform the Required Repairs (within the “Required Repair Account”time period set forth in Paragraph 34(a) into which Borrower shall deposit on above, Landlord may, upon request to Lender, draw against such escrow to pay the date hereof cost of completing the amount of $0.00. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional pursuant to the Lender’s standard disbursement requirements. If Tenant performs such Required Repairs, if anyLandlord will request a draw against the escrow from Lender upon receipt from Tenant of a draw request, together with any supporting information required to process the draw request. Any balance held in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full escrow shall be refunded to Tenant upon completion of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to BorrowerRepairs.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.00123,281.00, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage Mortgages (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property All as set forth on Schedule 9.1 and as more particularly described in the that certain Property Condition Reports Report dated August 6, 1997, prepared by E▇▇▇▇▇▇ Consultants. $17,600,000.00 November 12, 1997 For value received, BSRT/M&J NORTHLAKE LIMITED PARTNERSHIP, an Illinois limited partnership (“Borrower”), promises and agrees to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (“Lender”), in connection with the closing lawful money of the United States of America, the principal sum of SEVENTEEN MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($17,600,000.00) or so much thereof as may be outstanding under the Loan (such repairs hereinafter referred to as “Required Repairs”). Agreement of even date herewith between Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair AccountLoan Agreement”) into which Borrower shall deposit ), with interest on the date hereof unpaid principal sum owing thereunder at the amount of $0.00. Amounts so deposited shall hereinafter be referred to as rate or rates or in the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, amounts computed in accordance with the requirements of this Loan Agreement, as verified by together with all other amounts due Lender under the Loan Agreement, all payable in its reasonable discretionthe manner and at the time or times provided in the Loan Agreement. Capitalized terms used herein, (ii) but not defined, shall have the payment meanings assigned to them in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (Loan Agreement. If not sooner due and all related obligations) payable in accordance with the terms Loan Agreement, Borrower shall pay to Lender all amounts due and unpaid under the Loan Agreement on December 1, 2027, or on any earlier Maturity Date as set forth in the Loan Agreement. Unless otherwise specified in writing by Lender, all payments hereunder shall be paid to Lender at c/o GE Capital Asset Management Corporation, P. O. B▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Lender reserves the right to require any payment on this Note, whether such payment is a regular installment, prepayment or final payment, to be by wired federal funds or other immediately available funds. Borrower, co-makers, sureties, endorsers and guarantors, and each of this them, expressly waive demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate the maturity hereof, notice of the acceleration of the maturity hereof, bringing of suit and diligence in taking any action to collect amounts called for hereunder and in the handling of securities at any time existing in connection herewith; such parties are and shall be jointly, severally, directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder or in connection with any right, lien, interest or property at any and all times had or existing as security for any amount called for hereunder. This Note evidences all advances made, interest due and all amounts otherwise owed to Lender under the Loan Agreement. This Note is executed in conjunction with the Loan Agreement and is secured by the other liens and security interests created under the Loan DocumentsDocuments (including those arising under the Mortgage). Reference is made to the Loan Agreement for provisions relating to repayment of the indebtedness evidenced by this Note, provided no Event including mandatory repayment, acceleration following default, late charges, default rate of Default interest, limitations on interest, and restrictions on prepayment. Borrower’s liability hereunder is then continuing, all amounts remaining subject to the limitation on deposit, if any, liability provisions of Article 12 of the Loan Agreement. This Note has been executed and delivered in the Required Repair Account and shall be returned to Borrower.construed in accordance with and governed by the laws of the State of Georgia and of the United States of America. EXECUTED under seal as of the date first written above. BSRT/M&J NORTHLAKE LIMITED PARTNERSHIP, an Illinois limited partnership By: BSRT NORTHLAKE FESTIVAL CORP. an Illinois corporation, Its General Partner By: /s/ N▇▇▇ ▇. ▇▇▇▇▇▇ Name: N▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President (SEAL) By: NORTHLAKE TOWER CORPORATION, an Illinois corporation, Its General Partner By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇ Name: Marc. R. ▇▇▇▇▇▇ Title: President

Required Repairs. Within ninety (a90) days (or such shorter time period as is specified on Exhibit F) after the date hereof, Borrower shall make provide Agent with reasonably satisfactory evidence that the repairs listed on Exhibit F attached hereto have been completed. Notwithstanding the foregoing,(i) Borrowers shall not be required to complete any of the repairs for the Park Manor Project except for the railings, water heater and improvements ADA compliance items listed as the seventh, eighth and ninth items on Exhibit F for the Park Manor Project (the "Deferred Repairs") until the earlier of (A) ninety (90) days following the denial (and the expiration or waiver of all appeal rights, if any) of the currently pending application for a CON to each Individual Property as set forth on Schedule 9.1 expand the Park Manor Project (the "Expansion CON"), (B) the date of completion of the expansion and as more particularly described in the Property Condition Reports prepared related alterations made in connection with the closing Expansion CON, or (C) one (1) year after the date of hereof; provided, however, if within one (l) year after the date hereof, Borrowers notify Agent that the Expansion CON has been approved and Borrower intends to commence construction of the Loan (expansion and related alterations but that such repairs hereinafter referred construction is not anticipated to as “Required Repairs”). Borrower shall be complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame one (1) year period, Agent's consent shall not be unreasonably withheld to an extension of the one (1) year period, with such extension to coincide with the timeline for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on of the date hereof an Eligible Account with Lender or Lender’s agent to fund expansion and related alterations under the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.00. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs Expansion CON; and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) Borrowers shall not be required to complete the payment in full ADA compliance items listed as the second item on Exhibit F for the Desert Terrace Project until Borrowers renovate the applicable areas of the Debt Desert Terrace Project and provided that such ADA compliance items must be completed at the time of such renovation. Nothing herein shall be deemed a consent by Agent of any alteration being done to the Park Manor Project or (iii) the earlier release Desert Terrace Project or an approval of the Lien Expansion CON nor shall anything herein constitute a waiver of any restrictions, conditions or obligation imposed in the Loan Documents with respect to any alterations to Improvements or any changes to any CON or other Governmental Approvals or Licenses for any of the Mortgage Projects. Borrowers shall provide Agent with notice of the status of approval of the Expansion CON six (and all related obligations6) in accordance with months after the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrowerdate hereof.

Required Repairs. On the Commencement Date, Tenant shall deposit with Landlord the sum of Four Hundred Fifty Nine Thousand Nine Hundred Three and NO/00 Dollars (a$459,903.00) Borrower (or deliver a Letter of Credit as defined in Section 30.06(d) in such amount, which Letter of Credit shall make be held and disbursed in the same manner as described in Section 30.05 hereof with respect to the Letter of Credit for the Required Repairs), to complete each item of the repairs and improvements relating to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports prepared in connection with Locations described on Exhibit I (the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”) and Landlord shall hold or cause the Mortgagee to hold such amount for Tenant’s benefit in an interest-bearing account (which may be a book entry subaccount) (the “Required Repairs Subaccount”); all interest thereon shall accrue for the benefit of Tenant. Borrower Tenant shall complete the Required Repairs in a good and workmanlike manner at the applicable Property Location on or before the date that is twelve (12) months from the Closing Date or within deadline for such other time frame for completion specifically Required Repairs as set forth on Schedule 9.1. in Exhibit I. Landlord shall disburse or cause the Mortgagee to disburse the funds held in the Required Repairs Subaccount to Tenant, within fifteen (15) days after the delivery by Tenant to Landlord of a request therefor, in an amount greater than Twenty-Five Thousand Dollars ($25,000) (or a lesser amount if the total amount in the Required Repair Subaccount is less than Twenty-Five Thousand Dollars ($25,000), in which case only one disbursement of the amount remaining in the account shall be made), accompanied by the following items: (a) a certificate signed by an officer of Tenant: (i) stating that the Required Repair which is the subject of the requested disbursement has been completed, (ii) identifying each Person that supplied materials or labor in connection with such Required Repairs or any portion thereof, and (iii) stating that each such Person supplying materials or labor has been or, upon receipt of the requested disbursement, will be paid in full with respect to the portion of the Required Repairs which is the subject of the requested disbursement; (b) Borrower copies of appropriate lien waivers, to the extent applicable, or other evidence of payment reasonably satisfactory to Landlord; and (c) if requested by ▇▇▇▇▇▇▇▇’s Mortgagee, a title search for such Property Location indicating that such Property Location is free from all liens, claims and other encumbrances not previously approved by Landlord. Landlord shall establish on be obligated to make (or cause Mortgagee to make) disbursements from the date hereof an Eligible Account Required Repair Subaccount with Lender respect to a Property Location in the amount allocated for such Property Location set forth in Exhibit I (even if the cost to complete such work is less than the amount set forth in Exhibit I) but Landlord shall not be obligated to make (or Lender’s agent cause Mortgagee to fund make) disbursements in excess of the amount allocated for Property Location as set forth in Exhibit I. If Tenant does not complete the Required Repairs (at the “applicable Property Location by the required deadline for such Required Repair Account”) into which Borrower shall deposit on the date hereof the amount Repairs, then Landlord may apply such funds to completion of $0.00such Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely Tenant’s completion of all Required Repairs and in accordance with this Section, Landlord shall release or cause Mortgagee to release any Additional funds remaining in the Required RepairsRepairs Subaccount, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to BorrowerTenant.

Required Repairs. (a) Borrower shall make the repairs and improvements to each Individual Property as set forth on Schedule 9.1 and as more particularly described in the Property Condition Reports Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount of $0.0021,562.50, which amount equals one hundred twenty-five percent (125%) of the estimated cost for the completion of the Required Repairs. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of (i) the timely completion of all Required Repairs and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) the payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage Mortgages (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account shall be returned to Borrower.

Required Repairs. (a) Borrower shall make perform the repairs and improvements to each Individual Property at its Property, as more particularly set forth on Schedule 9.1 II hereto, all as recommend by Lender's engineering and as more particularly described in the Property Condition Reports prepared in connection with the closing of the Loan environmental consultants, (such repairs hereinafter referred to as “"Property Required Repairs”"). As to those items which indicate "Soil Remediation" on Schedule II: (a) Borrower shall not have to perform same if the "Test Borings" shown on Schedule II are satisfactory to Lender and its consultants (in which case the amounts reserved for Soil Remediation shall be returned to Borrower if no Event of Default then exists) and (b) if the Test Borings are not satisfactory, the Soil Remediation shall consist of those items required by Lender and its consultants. Borrowers shall complete the Property Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1. (b) Borrower June 1, 1999. It shall establish on the date hereof be an Eligible Account with Lender or Lender’s agent to fund the Required Repairs (the “Required Repair Account”) into which Borrower shall deposit on the date hereof the amount Event of $0.00. Amounts so deposited shall hereinafter be referred to as the “Required Repair Funds”. (c) Upon the earliest to occur of Default under this Agreement if (i) Borrowers do not complete the timely completion of all Property Required Repairs at each Individual Property by such required deadline, and any Additional Required Repairs, if any, in accordance with the requirements of this Agreement, as verified by Lender in its reasonable discretion, (ii) Borrowers do not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Sub-Account and Lender may apply such funds either to completion of the Property Required Repairs at one or more of the Property or toward payment in full of the Debt or (iii) the earlier release of the Lien of the Mortgage (in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply Required Repair Funds shall be in addition to all related obligations) in accordance with the terms of other rights and remedies provided to Lender under this Agreement and the other Loan Documents, provided no Event . The charges of Default is then continuing, all amounts remaining on deposit, if any, in the Required Repair Account Lender's engineering and environmental consultants shall be returned to paid by Borrower.