Common use of Annual Budget; Accounts Clause in Contracts

Annual Budget; Accounts. (a) No later than December 3l of each year, Grantor shall submit to Beneficiary, for Beneficiary’s approval, a form of Budget for the twelve (12) calendar months succeeding the term covered by the last approved Budget. So long as no Event of Default has occurred and is continuing, Beneficiary’s approval of the Budget shall not be required. If an Event of Default has occurred which is continuing such that Beneficiary’s approval of the Budget is required hereunder, Beneficiary’s approval of any proposed budget shall not be unreasonably withheld, conditioned or delayed. If Beneficiary’s approval or disapproval is required hereunder and such approval is not given prior to January 31, Grantor shall be deemed to be authorized to operate the Property in accordance with the most recently approved Budget with each line item increased by five percent (5%). (b) Beneficiary shall this day, or as soon hereafter as is practicable, but subject to the terms and conditions set forth in Section 6 hereof, establish and shall thereafter maintain the following escrow accounts at one or more federally insured institutions selected by Beneficiary (collectively, the “Accounts”), each of which shall be in Beneficiary’s name and shall constitute additional security for the Loan: (i) Replacement Reserve Account (“Replacement Reserve Account”), which shall be an interest-bearing account from which Grantor may request, absent the existence of an Event of Default, withdrawals no more frequently than once any calendar month to refurbish, repair or replace Equipment at the Property (“Replacements”), ordinary maintenance and upkeep expenses excluded, in a manner and upon terms and conditions reasonably acceptable to Beneficiary; provided, however, there shall be no requirement for a Replacement Reserve Account for the first five (5) years of the Loan term, but beginning on the sixth (6) anniversary of the date hereof and annually thereafter, Grantor shall have provided to Beneficiary evidence reasonably acceptable to Beneficiary that Grantor has invested an average of at least four percent (4%) of Property gross revenues per annum during the Loan term for the purchase and installation of Replacements at the Property. If Grantor does not adequately demonstrate that it has made such qualified expenditures, Beneficiary shall require that Grantor, immediately thereafter, make monthly deposits to Beneficiary, at the time of and in the same manner as payments are made under the Note, in an amount equal to one-twelfth of the positive difference between (1) four percent (4%) of the Property’s gross revenues for the preceding calendar year and (2) the amount of actual approved Replacements made by Grantor during such calendar year; and (ii) Tax and Insurance Escrow Account, into which shall be deposited, following a Trigger Event as described in Section 6 above and thereafter monthly on the first (1st) day of each calendar month, pursuant to the Budget, an amount sufficient to satisfy Grantor’s obligations under Section 6 hereof (the “Tax and Insurance Escrow Account”). (c) Beneficiary shall have sole signatory authority with respect to any and all withdrawals from the Accounts. All such withdrawals shall be made solely in accordance with the applicable Loan Documents, and by this instrument Grantor does hereby irrevocably authorize and direct Beneficiary to make all such withdrawals on Grantor’s behalf to satisfy Grantor’s obligations hereunder and under such Loan Documents.

Annual Budget; Accounts. (a) No later than December 3l 15 of each year, Grantor year Borrower shall submit to BeneficiaryLender, for Beneficiary’s Lender's approval, a form of Budget for the twelve (12) 12 calendar months succeeding the term covered by the last approved Budget. So long as no Event The Budget may contain a line item for unexpected contingencies equal to up to ten (10%) percent of Default has occurred and is continuing, Beneficiary’s the total approved amount of the Budget. Lender's approval of the any proposed Budget shall not be required. If an Event of Default has occurred which is continuing such that Beneficiary’s approval of the Budget is required hereunder, Beneficiary’s approval of any proposed budget shall not be unreasonably withheld, conditioned withheld or delayed. If Beneficiary’s Lender's approval or disapproval is required hereunder and such approval is not given prior to January 3115, Grantor Borrower shall be deemed to be authorized to operate the Mortgaged Property in accordance with the most recently approved Budget with each expense line item increased by five percent (5%)) percent or, with respect to Taxes, Other Charges and Insurance and utilities, by such amounts as may be in effect for such year based on usage for prior year; provided, however, that if Lender does not affirmatively disapprove such proposed Budget by January 31, the proposed Budget shall be deemed approved. In any given calendar year, Borrower may, at its option, reallocate among and between any line items in the Budget an amount equal to up to five (5%) percent of any surplus in any particular line item reasonably anticipated to be available once all obligations, projects or uses in respect of such line item have been completed in accordance with the terms of the Budget. (b) Beneficiary Servicer, on behalf of Borrower, shall this day, or as soon hereafter as is practicable, but subject to the terms and conditions set forth in Section 6 hereof, establish and shall thereafter maintain the following interest-bearing escrow accounts at one or more federally insured institutions selected to be designated by Beneficiary Lender (collectively, the “"Accounts”"), each of which shall be in Beneficiary’s Servicer's name and with Borrower as beneficial owner (except for the Operating Expense Account, which shall constitute be in Borrower's name), pledged to Lender pursuant to the Loan Documents as additional security for the Loan: (i) Replacement Reserve Lockbox Account, into which shall be paid, all gross revenue derived from operation of the Mortgaged Property (the "Lockbox Account"); (ii) Operating Expense Account, into which shall be deposited weekly, pursuant to the Budget, proceeds from the Lockbox Account sufficient for Borrower to discharge the normal and ordinary day-to-day general operating expenses of the Mortgaged Property for which a separate Account has not been established, including sales and use taxes (“the "Operating Expense Account"); (iii) Replacement Reserve Account”), into which shall be deposited monthly for amounts to be paid on the next Payment Date, pursuant to the Budget, proceeds from the Lockbox Account in an interest-bearing account amount equal to four (4%) percent of the gross revenue derived from the operation of the Mortgaged Property during the preceding calendar month from which Grantor Borrower may request, absent the existence of an Event of Default, withdrawals no more frequently than once any calendar month draw from time to time to refurbish, repair or replace Equipment at the Property Mortgaged Property, all as more particularly set forth in the Replacement Agreement (“Replacements”the "Replacement Reserve Account"); (iv) Repair Escrow Account, ordinary maintenance and upkeep expenses excluded, in a manner and upon terms and conditions reasonably acceptable to Beneficiary; provided, however, there into which shall be no requirement deposited at closing not less than the sum of $3,277,077.00 for a Replacement Reserve certain improvements at the Mortgaged Property, all as more particularly set forth in the Repair Agreement (the "Repair Escrow Account"); (v) Interest and Principal Amortization Account, into which shall be deposited monthly, proceeds from the Lockbox Account in an amount sufficient to satisfy Borrower's obligations for the first five (5) years regular and periodic monthly payment of interest on the outstanding principal balance of the Loan term, but beginning and periodic monthly principal payments required to be paid on the sixth next Payment Date (6) anniversary of the date hereof "Interest and annually thereafter, Grantor shall have provided to Beneficiary evidence reasonably acceptable to Beneficiary that Grantor has invested an average of at least four percent (4%) of Property gross revenues per annum during the Loan term for the purchase and installation of Replacements at the Property. If Grantor does not adequately demonstrate that it has made such qualified expenditures, Beneficiary shall require that Grantor, immediately thereafter, make monthly deposits to Beneficiary, at the time of and in the same manner as payments are made under the Note, in an amount equal to one-twelfth of the positive difference between (1) four percent (4%) of the Property’s gross revenues for the preceding calendar year and (2) the amount of actual approved Replacements made by Grantor during such calendar year; andPrincipal Amortization Account"); (iivi) Tax and Insurance Escrow Account, into which shall be deposited, following a Trigger Event as described in Section 6 above and thereafter monthly on the first (1st) day of each calendar monthdeposited monthly, pursuant to the Budget, proceeds from the Lockbox Account in an amount sufficient to satisfy Grantor’s Borrower's obligations under Section 6 hereof for the next Payment Date (the “"Tax and Insurance Escrow Account”"); and (vii) Capital Reserve, into which shall be deposited at closing not less than $500,000.00 and, thereafter, into which shall be deposited monthly proceeds from the Lockbox Account to the extent available, up to a maximum balance at any one time not to exceed $500,000.00, and from which amounts may be withdrawn and applied to the payment of amounts due under Section 2(c)(i), (ii) and (vi) hereof from time to time to the extent funds derived from the operation of the Mortgaged Property are insufficient therefor (the "Capital Reserve"). (c) Beneficiary shall have sole signatory authority with respect to any and all withdrawals from the Accounts. All such withdrawals shall be made solely in accordance with the applicable Loan Documents, and by this instrument Grantor does hereby irrevocably authorize and direct Beneficiary to make all such withdrawals on Grantor’s behalf to satisfy Grantor’s obligations hereunder and under such Loan Documents.

Annual Budget; Accounts. (a) No later than December 3l November 20 of each year, Grantor each Borrower shall submit to BeneficiaryLender, for Beneficiary’s Lender's approval, a form of Budget budget for each Property for the twelve (12) calendar months succeeding the term covered by the last approved Budgetbudget. So long as no Event of Default has occurred and is continuing, Beneficiary’s approval of the Budget shall not be required. If an Event of Default has occurred which is continuing such that Beneficiary’s approval of the Budget is required hereunder, Beneficiary’s Lender's approval of any proposed budget shall not be unreasonably withheld, conditioned withheld or delayed. If Beneficiary’s Lender's approval or disapproval is required hereunder and such approval is not given prior to January 31the last Tuesday in December, Grantor each Borrower shall be deemed to be authorized to operate the each Property in accordance with the most recently approved Budget with each line item increased by five percent (5%)proposed form of budget. (b) Beneficiary Lender shall this day, or as soon hereafter as is practicable, but subject to the terms and conditions set forth in Section 6 hereof, establish and shall thereafter maintain the following escrow accounts at one or more federally insured institutions selected by Beneficiary (collectively, the “Accounts”), each of which shall be in Beneficiary’s Lender's name and shall constitute additional security for the Loan: (i) The Replacement Reserve Account (“Replacement Reserve Account”), which shall be an interest-bearing account from which Grantor may request, absent the existence of an Event of Default, withdrawals no more frequently than once any calendar month to refurbish, repair or replace Equipment at the Property (“Replacements”), ordinary maintenance and upkeep expenses excluded, in a manner and upon terms and conditions reasonably acceptable to Beneficiary; provided, however, there shall be no requirement for a Replacement Reserve Account for the first five (5) years of the Loan term, but beginning on the sixth (6) anniversary of the date hereof and annually thereafter, Grantor shall have provided to Beneficiary evidence reasonably acceptable to Beneficiary that Grantor has invested an average of at least four percent (4%) of Property gross revenues per annum during the Loan term for the purchase and installation of Replacements at the Property. If Grantor does not adequately demonstrate that it has made such qualified expenditures, Beneficiary shall require that Grantor, immediately thereafter, make monthly deposits to Beneficiary, at the time of and in the same manner as payments are made under the Note, in an amount equal to one-twelfth of the positive difference between (1) four percent (4%) of the Property’s gross revenues for the preceding calendar year and (2) the amount of actual approved Replacements made by Grantor during such calendar year; and (ii) Tax and Insurance Escrow Account, into which shall be deposited, following a Trigger Event as described in Section 6 above deposited at Closing and thereafter monthly on the first (1st) day of each calendar month, pursuant to the Budget, shall be an amount, determined on each July 1, equal to one twelfth (1/12th) of three percent (3%) of the Gross Revenues derived from the operation of each of the Properties during the preceding twelve months (excluding initiation deposits and fees) unless Borrowers shall have provided Lender with evidence satisfactory to Lender that each Borrower has spent a minimum of three percent (3%) of Gross Revenues (excluding initiation deposits and fees) during such twelve (12) month period for such purposes. In addition, if for any such twelve (12) month period Borrowers shall not have spent such 3% of Gross Revenues Borrowers shall deposit the deficiency with Lender for further deposit in this Replacement Reserve Account. Borrower may request withdrawal from the Replacement Reserve Account from time to time on a monthly basis to refurbish, repair or replace Equipment at the Properties, all as more particularly set forth in Section 4.1.31 (the "Replacement Reserve Account"); (ii) The Repair Escrow Account, into which shall be deposited at Closing not less than the sum of Three Hundred Twenty-Nine Thousand and Three Hundred and Fifty Dollars ($329,350.00) for certain improvements at the Properties, from which Borrowers may request withdrawals from time to time on a semi-monthly basis to complete certain specified repairs and/or renovations, all as more particularly set forth in Section 4.1.31 (the "Repair Escrow Account"); and (iii) The Tax and Insurance Escrow Account, into which shall be deposited at Closing and thereafter monthly on the first (1st) day of each calendar month, pursuant to the budget, an amount sufficient to satisfy Grantor’s Borrowers' obligations under Section 6 4.1.1 hereof (the “"Tax and Insurance Escrow Account”"). (c) Beneficiary Lender shall have sole signatory authority with respect to any and all withdrawals from the Accounts. All such withdrawals shall be made solely in accordance with the applicable Loan Documentsbudget approved by Lender, and by this instrument Grantor does Borrowers do hereby irrevocably each authorize and direct Beneficiary Lender to make all such withdrawals on Grantor’s each Borrower's behalf to satisfy Grantor’s Borrowers' obligations hereunder and under such Loan Documentshereunder.

Annual Budget; Accounts. (a) No later than December 3l of each year, Grantor shall submit to Beneficiary, for Beneficiary’s approval, a form of Budget for the twelve (12) calendar months succeeding the term covered by the last approved Budget. So long as no Event of Default has occurred and is continuing, Beneficiary’s approval of the Budget shall not be required. If an Event of Default has occurred which is continuing such that Beneficiary’s approval of the Budget is required hereunder, Beneficiary’s approval of any proposed budget shall not be unreasonably withheld, conditioned or delayed. If Beneficiary’s approval or disapproval is required hereunder and such approval is not given prior to January 31, Grantor shall be deemed to be authorized to operate the Property in accordance with the most recently approved Budget with each line item increased by five percent (5%). (b) Beneficiary shall this day, or as soon hereafter as is practicable, but subject to the terms and conditions set forth in Section 6 hereof, establish and shall thereafter maintain the following escrow accounts at one or more federally insured institutions selected by Beneficiary (collectively, the “"Accounts”"), each of which shall be in Beneficiary’s 's name and shall constitute additional security for the Loan: (i) If required pursuant to the Replacement Reserve Account Agreement, the Replacement Reserve Account, into which deposits shall be made and from which disbursements shall be made in accordance with the Replacement Reserve Agreement (the “Replacement Reserve Account”); (ii) Repair Escrow Account, a non-interest bearing account, into which shall be an interest-bearing account deposited certain sums as set forth in the Repair Escrow Agreement for certain improvements at the Property, from which Grantor may request, absent the existence of an Event of Default, request withdrawals from time to time no more frequently than once in any calendar month to refurbishcomplete certain specified repairs and/or renovations, repair or replace Equipment at the Property (“Replacements”), ordinary maintenance and upkeep expenses excluded, in a manner and upon terms and conditions reasonably acceptable to Beneficiary; provided, however, there shall be no requirement for a Replacement Reserve Account for the first five (5) years of the Loan term, but beginning on the sixth (6) anniversary of the date hereof and annually thereafter, Grantor shall have provided to Beneficiary evidence reasonably acceptable to Beneficiary that Grantor has invested an average of at least four percent (4%) of Property gross revenues per annum during the Loan term for the purchase and installation of Replacements at the Property. If Grantor does not adequately demonstrate that it has made such qualified expenditures, Beneficiary shall require that Grantor, immediately thereafter, make monthly deposits to Beneficiary, at the time of and all as more particularly set forth in the same manner as payments are made under Repair Escrow Agreement (the Note, in an amount equal to one-twelfth of the positive difference between (1) four percent (4%) of the Property’s gross revenues for the preceding calendar year and (2) the amount of actual approved Replacements made by Grantor during such calendar year"Repair Escrow Account"); and (iiiii) Subject to the final paragraph of Section 6, Tax and Insurance Escrow Account, into which shall be deposited, following a Trigger Event as described in Section 6 above deposited at closing and thereafter monthly on the first (1st) day of each calendar month, pursuant to the Budgetbudget, an amount sufficient to satisfy Grantor’s 's obligations under Section 6 hereof (the “"Tax and Insurance Escrow Account”"). (c) Beneficiary shall have sole signatory authority with respect to any and all withdrawals from the Accounts. All such withdrawals shall be made solely in accordance with the budget and the applicable Loan Documents, and by this instrument Grantor does hereby irrevocably authorize and direct Beneficiary to make all such withdrawals on Grantor’s 's behalf to satisfy Grantor’s 's obligations hereunder and under such Loan Documents. (d) If applicable, the Replacement Reserve Account shall be an interest-bearing account and the Tax and Insurance Escrow Account shall not bear interest.

Annual Budget; Accounts. (a) No later than December 3l of each year, Grantor Borrower shall submit to BeneficiaryLender, for BeneficiaryLender’s approval, a form of Budget for the twelve (12) calendar months succeeding the term covered by the last approved Budget. So long as no Event of Default has occurred and is continuing, Beneficiary’s approval of the Budget shall not be required. If an Event of Default has occurred which is continuing such that Beneficiary’s approval of the Budget is required hereunder, BeneficiaryLender’s approval of any proposed budget Budget shall not be unreasonably withheld, conditioned withheld or delayed. If BeneficiaryLender’s approval or disapproval is required hereunder and such approval is not given prior to January 31, Grantor the Budget, as submitted by Borrower, shall be deemed to be authorized to operate the Property in accordance with the most recently have been approved Budget with each line item increased by five percent (5%)Lender. (b) Beneficiary Lender shall this day, or as soon hereafter as is practicable, but subject to the terms and conditions set forth in Section 6 hereof, establish and shall thereafter maintain the following escrow accounts at one or more federally insured institutions selected by Beneficiary Lender (collectively, the “Accounts”), each of which shall be in BeneficiaryLender’s name and shall constitute additional security for the Loan: (i) Replacement Reserve Account (“Replacement Reserve Account”), an interest bearing account into which shall be an interest-bearing account deposited certain sums as set forth in the Replacement Reserve Agreement, from which Grantor Borrower may request, absent the existence of an Event of Default, withdrawals request withdrawal from time to time no more frequently than once in any calendar month to refurbish, repair or replace Equipment at the Property Property, all as more particularly set forth in the Replacement Reserve Agreement (the “ReplacementsReplacement Reserve Account”), ordinary maintenance and upkeep expenses excluded, in a manner and upon terms and conditions reasonably acceptable to Beneficiary; provided, however, there shall be no requirement for a Replacement Reserve Account for the first five (5) years of the Loan term, but beginning on the sixth (6) anniversary of the date hereof and annually thereafter, Grantor shall have provided to Beneficiary evidence reasonably acceptable to Beneficiary that Grantor has invested an average of at least four percent (4%) of Property gross revenues per annum during the Loan term for the purchase and installation of Replacements at the Property. If Grantor does not adequately demonstrate that it has made such qualified expenditures, Beneficiary shall require that Grantor, immediately thereafter, make monthly deposits to Beneficiary, at the time of and in the same manner as payments are made under the Note, in an amount equal to one-twelfth of the positive difference between (1) four percent (4%) of the Property’s gross revenues for the preceding calendar year and (2) the amount of actual approved Replacements made by Grantor during such calendar year; and (ii) Tax and Insurance Escrow Account, into which shall be deposited, following a Trigger Event as deposited on the Closing Date an amount described in the first sentence of Section 6 above and thereafter monthly on the first (1st) day of each calendar month, pursuant to the Budget, an amount sufficient to satisfy GrantorBorrower’s obligations under Section 6 hereof (the “Tax and Insurance Escrow Account”). (c) Beneficiary Lender shall have sole signatory authority with respect to any and all withdrawals from the Accounts. All During all times when no Event of Default exists, all such withdrawals shall be made solely in accordance with the applicable Loan DocumentsBudget (except as otherwise provided in the Replacement Reserve Agreement with respect to the Replacement Reserve Account). By this instrument, and by this instrument Grantor Borrower does hereby irrevocably authorize and direct Beneficiary Lender to make all such withdrawals from (i) the Tax and Escrow Account on GrantorBorrower’s behalf to satisfy GrantorBorrower’s obligations hereunder with respect to payments of Taxes and Insurance Premiums, and (ii) the Replacement Reserve Account as provided under such Loan Documentsthe Replacement Reserve Agreement.

Annual Budget; Accounts. (a) No later than December 3l November 20 of each year, Grantor each Borrower shall submit to BeneficiaryLender, for Beneficiary’s Lender's approval, a form of Budget budget for each Property for the twelve (12) calendar months succeeding the term covered by the last approved Budgetbudget. So long as no Event of Default has occurred and is continuing, Beneficiary’s approval of the Budget shall not be required. If an Event of Default has occurred which is continuing such that Beneficiary’s approval of the Budget is required hereunder, Beneficiary’s Lender's approval of any proposed budget shall not be unreasonably withheld, conditioned withheld or delayed. If Beneficiary’s Lender's approval or disapproval is required hereunder and such approval is not given prior to January 31the last Tuesday in December, Grantor each Borrower shall be deemed to be authorized to operate the each Property in accordance with the most recently approved Budget with each line item increased by five percent (5%)proposed form of budget. (b) Beneficiary Lender shall this day, or as soon hereafter as is practicable, but subject to the terms and conditions set forth in Section 6 hereof, establish and shall thereafter maintain the following escrow accounts at one or more federally insured institutions selected by Beneficiary (collectively, the “Accounts”), each of which shall be in Beneficiary’s Lender's name and shall constitute additional security for the Loan: (i) The Replacement Reserve Account (“Replacement Reserve Account”), which shall be an interest-bearing account from which Grantor may request, absent the existence of an Event of Default, withdrawals no more frequently than once any calendar month to refurbish, repair or replace Equipment at the Property (“Replacements”), ordinary maintenance and upkeep expenses excluded, in a manner and upon terms and conditions reasonably acceptable to Beneficiary; provided, however, there shall be no requirement for a Replacement Reserve Account for the first five (5) years of the Loan term, but beginning on the sixth (6) anniversary of the date hereof and annually thereafter, Grantor shall have provided to Beneficiary evidence reasonably acceptable to Beneficiary that Grantor has invested an average of at least four percent (4%) of Property gross revenues per annum during the Loan term for the purchase and installation of Replacements at the Property. If Grantor does not adequately demonstrate that it has made such qualified expenditures, Beneficiary shall require that Grantor, immediately thereafter, make monthly deposits to Beneficiary, at the time of and in the same manner as payments are made under the Note, in an amount equal to one-twelfth of the positive difference between (1) four percent (4%) of the Property’s gross revenues for the preceding calendar year and (2) the amount of actual approved Replacements made by Grantor during such calendar year; and (ii) Tax and Insurance Escrow Account, into which shall be deposited, following a Trigger Event as described in Section 6 above deposited at Closing and thereafter monthly on the first (1st) day of each calendar month, pursuant to the Budget, shall be an amount, determined on each July 1, equal to one twelfth (1/12th) of three percent (3%) of the Gross Revenues derived from the operation of each of the Properties during the preceding twelve months (excluding initiation deposits and fees) unless Borrowers shall have provided Lender with evidence satisfactory to Lender that each Borrower has spent a minimum of three percent (3%) of Gross Revenues (excluding initiation deposits and fees) during such twelve (12) month period for such purposes. In addition, if for any such twelve (12) month period Borrowers shall not have spent such 3% of Gross Revenues Borrowers shall deposit the deficiency with Lender for further deposit in this Replacement Reserve Account. Borrower may request withdrawal from the Replacement Reserve Account from time to time on a monthly basis to refurbish, repair or replace Equipment at the Properties, all as more particularly set forth in Section 4.1.31 (the "Replacement Reserve Account"); (ii) The Repair Escrow Account, into which shall be deposited at Closing not less than the sum of Two Million Seven Hundred Twenty-Three Thousand Three Hundred and No/100 Dollars ($2,723,300.00) for certain improvements at the Properties, from which Borrowers may request withdrawals from time to time on a semi-monthly basis to complete certain specified repairs and/or renovations, all as more particularly set forth in Section 4.1.31 (the "Repair Escrow Account"); and (iii) The Tax and Insurance Escrow Account, into which shall be deposited at Closing and thereafter monthly on the first (1st) day of each calendar month, pursuant to the budget, an amount sufficient to satisfy Grantor’s Borrowers' obligations under Section 6 4.1.1 hereof (the “"Tax and Insurance Escrow Account”"). (c) Beneficiary Lender shall have sole signatory authority with respect to any and all withdrawals from the Accounts. All such withdrawals shall be made solely in accordance with the applicable Loan Documentsbudget approved by Lender, and by this instrument Grantor does Borrowers do hereby irrevocably each authorize and direct Beneficiary Lender to make all such withdrawals on Grantor’s each Borrower's behalf to satisfy Grantor’s Borrowers' obligations hereunder and under such Loan Documentshereunder.