Balance in the Replacement Reserve Account. The insufficiency of any balance in the Replacement Reserve Account shall not relieve ​ from its obligation to perform all Replacements reasonably required and to fulfill all preservation and maintenance covenants in the Loan Documents.

Disbursements from Replacement Reserve Account. ​ shall disburse to ​ Replacement Reserve Funds (or any portion thereof) from the Replacement Reserve Account from time to time, but not more frequently than once in any thirty (30) day period, upon # satisfaction of the Disbursement Conditions for Capital Expenditures or Replacements, # at ​’s option, delivery to ​ of a title search or title endorsement, in each event at ​’s cost, indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by ​, and # at ​’s option, if the cost of the Replacements exceeds $25,000.00, delivery to ​ of a report, at ​’s cost, satisfactory to ​ in its reasonable discretion from an architect or engineer approved by ​ in respect of such architect or engineer’s inspection of the Replacements. ​ shall have paid all invoices with respect to which a disbursement is requested or, at the request of ​, if ​ is requesting a payment rather than a reimbursement of all such costs, ​ shall issue joint checks, payable to ​ and the contractor (or a direct payment directly to such contractor), supplier, materialman, mechanic, subcontractor or other party to whom payment is due. In the case of payments made by joint check or direct payment, ​ may require a conditional waiver of lien from each Person receiving payment prior to ​’s disbursement. Any lien waiver (conditional or otherwise) delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, if payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). During a Trigger Period, ​ may require that any disbursement for costs that have not been previously paid by ​ (as demonstrated by evidence acceptable to ​) be made either directly to the contractor, vendor or supplier (if any) or, at ​’s option, by two-party check jointly to ​ and such Person. ​ shall not be required to disburse Replacement Reserve Funds in an amount less than $5,000 (or a lesser amount if the total amount remaining in the Replacement Reserve Account is less than $5,000). ​ may require an inspection of the Property at ​’s expense prior to making a monthly disbursement in order to verify completion of replacements and repairs of items in excess of $25,000.00 for which reimbursement is sought.

Participant’s Account Balance. The Account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

Collection Account; Reserve Account. The Servicer shall not create or participate in the creation of, or permit to exist, any Liens (other than Permitted Liens) with respect to the Collection Account or the Reserve Account. The Servicer shall not grant the right to take dominion or “control” (as defined in the relevant UCC) at a future time or upon the occurrence of a future event to any Person with respect to such Collection Account or the Reserve Account.

Replacement Reserve Funds. Commencing on the Payment Date occurring in February, 2026, and on each Payment Date occurring thereafter until the Loan is paid in full in accordance with this Agreement, ​ shall pay to ​ an amount equal to the greater of # the amount recommended by ​’s engineering consultant and # 1/12th of # $150 per bed plus # $0.20 per rentable square foot of commercial/retail space (the “Replacement Reserve Monthly Deposit”) (all said amounts, collectively being hereinafter called the “Replacement Reserve Funds” and the account in which such amounts are held shall hereinafter be referred to as the “Replacement Reserve Account”). Moneys in the Replacement Reserve Account shall be used solely to pay the costs of replacements and repairs required to be made to the Property which, under the Approved Accounting Method, are categorized as capital expenses and not as operating expenses (collectively, the “Replacements”), as more fully set forth in this [Section 7.4]. ​ may reassess its estimate of the amount of Replacement Reserve Funds required from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Account upon thirty (30) days’ notice to ​ if ​ determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property.

Interest on Account Balance. Deferred fees will be credited with interest, compounded annually, at a per annum rate equal to 1% above the New York Federal Reserve Bank discount rate in effect on December 31 of each calendar year.

“Reserve Accounts” shall mean, collectively, the Tax and Insurance Escrow Account, the Replacement Reserve Account, the Prepaid Rent Reserve Account, the Shortfall Reserve Account, the Excess Cash Flow Account and any other reserve fund account established pursuant to the Loan Documents.

“Debt Service Reserve Account” means the “Debt Service Reserve Account” described in Exhibit A, or any replacement account thereof established pursuant to the terms hereof.

Next, to the Replacement Reserve Account in the amount of the Replacement Reserve Monthly Deposit, for application in accordance with the terms and conditions of [Section 7.4] hereof;

Reserve. Borrower Agent has informed Lender that Borrower Agent has entered into a letter of intent to sell its ​ - Winchester business unit (the "Winchester Business Unit") for approximately $2,000,000 (the "Winchester Sale"). As of January 26, 2016, the Eligible Inventory and Eligible Accounts of the Winchester Business Unit contributed approximately $7,200,000 of borrowing capacity under the Borrowing Base. In order to anticipate the proposed sale of the Winchester Business Unit, Borrowers acknowledge that upon the date on which the sale of the Purchased Assets referred to in 3(a) above is consummated, Lender shall implement an Availability Reserve in an amount sufficient to reduce the borrowing capacity under the Borrowing Base based on Eligible Accounts and Eligible Inventory of the Winchester Business Unit to $2,000,000. Upon the consummation of the Winchester Sale, such Availability Reserve shall be reduced to $0.