FHLMC Loan No. 940993244
Twin Lakes Apartments
REPLACEMENT RESERVE AGREEMENT
(REVISION DATE 7-17-07)
This REPLACEMENT RESERVE AGREEMENT ("Agreement") is made and entered into, to be effective as of
September 14, 2007, by and between U. S. REALTY PARTNERS LIMITED PARTNERSHIP, a Delaware limited
partnership ("Borrower"), and CAPMARK BANK, a Utah industrial bank ("Lender") and its successors and assigns.
W I T N E S S E T H:
WHEREAS, Lender has agreed to make and Borrower has agreed to accept the Loan, which is to be evidenced by
the Note and secured by the Security Instrument encumbering the Land and the Improvements. The Land is described on
Exhibit "A" attached to this Agreement; and
WHEREAS, as a condition of making the Loan, Lender is requiring Borrower to establish the Replacement
Reserve Fund for the funding of Capital Replacements throughout the Loan term.
NOW, THEREFORE, for and in consideration of the Loan, the mutual promises and covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and
Borrower agree as follows:
Definitions. The following terms used in this Agreement shall have the meanings set forth below in this Section
1. Any term used in this Agreement and not defined shall have the meaning given to that term in the Security
"Capital Replacement" means the replacement of those items listed on Exhibit "B" of this Agreement and
such other replacements of equipment, major components or capital systems related to the Improvements as
may be approved in writing or required by Lender.
"Disbursement Period" means the interval between disbursements from the Replacement Reserve Fund,
which interval shall be no shorter than once a quarter.
"Improvements" means the buildings, Personal Property and improvements situated upon the Land,
currently constituting a multifamily apartment project known as Twin Lakes Apartments.
"Initial Deposit" means the amount of Zero Dollar