Common use of Capital Expenditure Reserve Account Clause in Contracts

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Account”). (b) On each Payment Date to the extent the amount contained in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold Amount, there shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure Amount. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice per calendar month), Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, Capital Expenditures; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections and (B) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For the avoidance of doubt, Borrower may obtain multiple disbursements from the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c).

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank an account (which may be a subaccount of the Cash Management Account maintained on a ledger basis) for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Reserve Account”). (b) On each Payment Date to the extent the amount contained in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold Amount, there Borrower shall be deposited either (x) deposit into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure Amount and/or (y) deliver to Collateral Agent, for the benefit of Lender, a Qualified Letter of Credit in respect of the Capital Expenditure Amount; provided that the aggregate amounts deposited in the Capital Expenditure Reserve Account and any Qualified Letter of Credit delivered to Collateral Agent shall at all times equal the Capital Expenditure Amount. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice per calendar month)continuing, Lender shall Administrative Agent shall, at the direction of the Required Lenders, cause disbursements to Borrower from the Capital Expenditure Reserve Account in order for Borrower to pay, or to reimburse Borrower for, reasonable costs and expenses incurred in performing Capital Expenditures; Expenditures (and/or, as applicable, shall permit the reduction of the amount of the Qualified Letter of Credit delivered to Lender, by the amount that would have been so disbursed), provided that: (i) Borrower shall deliver to Lender Administrative Agent invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender Administrative Agent an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that that, as of the date of such Officer’s Certificate, no Event of Default has occurred and is continuing; andongoing and that all conditions set forth in this Section 3.8(c) (other than the condition set forth in clause (iii) below) have been satisfied; (iii) Lender Administrative Agent may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and relate, (2) with respect site inspections reasonably acceptable to disbursements for Capital Expenditures relating to any single capital improvement costing in excess Administrative Agent or its designee, if the cost of the contemplated work exceeds $250,000 in the aggregate 1,000,000 (whether disbursed in it being agreed that any such site inspection shall take place within 10 Business Days after Administrative Agent’s receipt of a lump sum or multiple installmentswritten request for such disbursement), and, (A) reasonably satisfactory site inspections and (B3) receipt of conditional lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For amounts if such amounts exceed $500,000 (provided that, with respect to any amounts to be paid from the avoidance of doubtrequested disbursement, Borrower may obtain multiple disbursements shall deliver to Administrative Agent, on or prior to the following Payment Date, lien releases and waivers in respect of such amounts if the costs thereof exceed $500,000); and (iv) such costs and expenses shall be limited to the following categories of Capital Expenditures: (i) restaurants, bars and entertainment facilities, (ii) meeting and banquet space, (iii) hotel and casino public space and common areas, (iv) Gaming Equipment, and (v) hotel rooms. Any such reimbursement shall be made within 10 Business Days after Borrower has made a request therefor and has satisfied each of the conditions to such reimbursement set forth in this Section 3.8. (d) If Borrower satisfies its obligation under Section 3.8(b) by providing a letter of credit which at any time ceases to be a Qualified Letter of Credit, Borrower shall, within 10 Business Days thereafter, either (x) deliver to Collateral Agent, as applicable, a Qualified Letter of Credit in the amount required to satisfy its obligations under Section 3.8(b) or (y) deposit into the Capital Expenditure Reserve Account such amount. In addition, Borrower shall have the right at any time to deposit into the Capital Expenditure Reserve Account the amount described in clause (y), whereupon any Qualified Letter theretofore delivered to Collateral Agent pursuant to Section 3.8(b) shall be returned to Borrower, and Borrower shall thereafter have the right to redeliver a Qualified Letter of Credit in such amount, whereupon the corresponding amounts then contained in the Capital Expenditure Reserve Account shall be remitted to the Cash Management Account by the Administrative Agent, at the direction of the Required Lenders. (e) On a quarterly basis, on or prior to the date on which Borrower delivers to Lender its quarterly financial statements pursuant to Section 5.13, Borrower shall deliver to Administrative Agent a report prepared on a Property-by-Property basis detailing the status of each capital improvement project for which amounts have been disbursed to Borrower from the Capital Expenditure Reserve Account in respect of or the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c)Excess Cash Flow Reserve Account.

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Each Borrower shall establish and thereafter maintain deposit in a reserve account with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Reserve Account”). (b) On at the time of each Payment Date payment of an installment of interest and/or principal under the Note, an additional amount equal to the extent Monthly Capex Payment (defined below), to fund capital future expenditures for repair and replacement of Project improvements, furniture, fixtures and equipment. The determination of the amount contained in so payable and of the Capital Expenditure Reserve Account is fractional part thereof to be deposited with Bank, so that the aggregate of such deposits shall be sufficient for this purpose, shall be an amount not less than the Capital Expenditure Threshold AmountReserve Minimum (as set forth below). Such amounts shall be held in a fully restricted non-interest bearing account pledged to Bank, there as additional security for the Debt, but shall be applied by each Borrower, and made available by Bank, to the payment of costs incurred by Borrower in connection with the repair, replacement, and upgrade of its Project improvements. Disbursements from the Capital Reserve Account shall be made within 10 Business Days after Xxxxxxxx’s submission to Bank, of a disbursement request (on Bank’s standard form) and copies of (i) invoices, receipts and billing statements setting forth the costs of such repair and replacement work or material, (ii) if requested by Bank with respect to expenditures exceeding $250,000.00, a certificates from an architect or third party inspector certifying the installation of materials or improvements to its Project, provided that Bank shall have notified Borrower in writing of such requirement prior to Borrower’s commencement of the applicable work, and (iii) if applicable, conditional lien releases from workmen, materialmen, contractors or subcontractors providing services or materials in excess of $100,000.00, in connection with such repair or replacement work or material. Upon an Event of Default, the balance of any Capital Reserves Account may be used and applied for any purpose authorized pursuant to this Agreement or any other Loan Document, including, without limitation, payment of the Debt in any order Bank may deem appropriate. Nothing herein contained shall be deemed to affect any right or remedy of Bank under any provisions of this Agreement or of any statute or rule of law to pay any such amount and to add the amount so paid, together with interest at the Involuntary Rate, to the Debt. The amount of $10,203.00 (“Monthly Capex Payment”) reflecting one month of the Capital Reserve Minimum shall be debited from the Operating Account and deposited in the Capital Reserves Account commencing on the first monthly payment of interest and/or principal under the Note and continuing each month thereafter with each monthly payment of interest and/or principal under the Note. However, in no event shall Borrower be obligated to fund the Capital Reserve Account to an amount exceeding $1.00 per square foot. Any disbursement from the Capital Reserve Account shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure AmountOperating Account. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice per calendar month), Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, Capital Expenditures; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections and (B) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For the avoidance of doubt, Borrower may obtain multiple disbursements from the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c).

Capital Expenditure Reserve Account. (a1) On or prior to the Closing DateDate of Issuance, the Borrower shall establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts for the payment of Capital Expenditures in respect of Capital Expenditures the Facility (the “Capital Expenditure Reserve Account”). (b) On . Beginning on the Date of Issuance and continuing on or before the 15th day of each Payment Date to month thereafter until termination of this Reimbursement Agreement, the extent the amount contained Borrower shall deposit $14,133 in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold Amount, there shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure AmountAccount. (c2) Upon the request of the Borrower at any time that no Default or Event of Default is continuing (but not more often than twice once per calendar month), Lender the Bank shall cause make disbursements to the Borrower from the Capital Expenditure Reserve Account to pay, pay for or to reimburse the Borrower for, for Capital ExpendituresExpenditures in respect of the Facility; provided that: (i) the Borrower shall deliver to Lender the Bank invoices evidencing that the costs for Capital Expenditures which such disbursements are disbursement is requested are due and payable; (ii) the Borrower shall deliver to Lender an Officer’s Certificate the Bank a certification confirming that all such costs have been previously paid by the Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuingdisbursement; and (iii) Lender the Bank may condition the making of a requested disbursement on (1A) reasonable evidence establishing that the Borrower has applied any amounts previously received by it in accordance with this Section subsection (2) for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments)relate, (AB) a reasonably satisfactory site inspections inspection, and (BC) receipt of lien releases and waivers from any contractors, subcontractors and others entitled to filing a Lien with respect to such amounts. For work paid for with the avoidance proceeds of doubtthe immediately preceding requested disbursement. (3) So long as no Default or Event of Default exists and all Reimbursement Obligations have been paid in full or otherwise provided for to the Bank’s satisfaction, Borrower may obtain multiple disbursements from on the Stated Expiration Date, the balance of the Capital Expenditure Reserve Account in respect of Account, if any, shall be paid over to the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c)Borrower.

Capital Expenditure Reserve Account. (ai) On or prior to before the Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank Collateral Agent a master capital expenditure reserve account (which shall not itself be a separate account) (the "Capital Expenditure Reserve Account") comprised of three separate accounts, each of which shall be an account Eligible Account and shall have the same title as the Collection Account, for the purpose benefit of reserving amounts the Lenders until the Loan is paid in respect of Capital Expenditures full. The three accounts shall be designated the Deferred Maintenance Account (the “Capital Expenditure "Deferred Maintenance Account”"), the Replacement Reserve Account (the "Replacement Reserve Account"), and the Normalized Leasing Costs Account (the "Normalized Leasing Costs Account"). On the Closing Date, the initial Lender shall deposit out of the Loan proceeds $143,125 in the Deferred Maintenance Account and $488,300 in the Replacement Reserve Account. On each Payment Date, the Borrower shall deposit (including, if the funds for such deposit are not available pursuant to Section 2.12(b), from a deposit of the Borrower's funds sourced from equity capital contributions) (i) in the Replacement Reserve Account, an amount equal to $7,903.17 and (ii) in the Normalized Leasing Costs Account, an amount equal to $36,690.00. (bii) On If the Collateral Agent shall not have received written notice that the Loan to Value Test or the Debt Service Coverage Test is not satisfied or that an Event of Default has occurred and is continuing under any of the Loan Documents, Borrower may make withdrawals, without the prior consent of the Agent, from each Payment Date to the extent the amount contained in account of the Capital Expenditure Reserve Account as described below upon delivery to the Agent and Collateral Agent of a request together with reasonable supporting documentation or other evidence (including invoices or receipts) with respect to the use of such funds. If the Agent shall have given the Collateral Agent and the Borrower written notice that Borrower is less than not in compliance with the Capital Expenditure Threshold AmountLoan to Value Test or the Debt Service Coverage Test (and continuing until the Agent shall have notified the Borrower and the Collateral Agent that both such tests are satisfied), there the Agent shall be deposited into have the right to notify Borrower and Collateral Agent that Agent's prior written approval is required with respect to any withdrawals from any account of the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure AmountAccount. (ciii) Upon Any and all Moneys remitted to the Deferred Maintenance Account, together with any Permitted Investments in which such Moneys are or will be invested or reinvested during the term of this Agreement, shall be held in the Deferred Maintenance Account (i) to be withdrawn by Collateral Agent upon written request of Borrower at any time that no Event of Default is continuing (but made not more often than twice per calendar month), Lender shall cause disbursements once each month and held uninvested for Borrower or the Lenders in a LaSalle Bank National Association account from the close of business on the Business Day immediately preceding the date upon which payment is to be made to Borrower to such date, to pay for immediate repairs constituting Capital Improvement Costs referenced in the Engineering Reports, or (ii) for purposes otherwise requested by Borrower and reasonably approved by the Agent in writing. Any and all Moneys remitted to the Replacement Reserve Account, together with any Permitted Investments in which such Moneys are or will be invested or reinvested during the term of this Agreement, shall be held in the Replacement Reserve Account (i) to be withdrawn by Collateral Agent upon written request by Borrower and held uninvested for Borrower or the Lenders in a LaSalle Bank National Association account from the close of business on the Business Day immediately preceding the date upon which payment is to be made to Borrower to such date, to pay replacement reserve costs or (ii) for purposes otherwise requested by Borrower and reasonably approved by the Agent in writing. Any and all Moneys remitted to the Normalized Leasing Costs Account, together with any Permitted Investments in which such Moneys are or will be invested or reinvested during the term of this Agreement, shall be held in the Normalized Leasing Costs Account (i) to be withdrawn by Collateral Agent upon written request by Borrower and held uninvested for Borrower or the Lenders in a LaSalle Bank National Association account from the close of business on the Business Day immediately preceding the date upon which payment is to be made to Borrower to such date, to pay or reimburse Borrower for Leasing Commissions and TI Costs incurred in connection with leasing activities relating to the Mortgaged Property after the Closing Date specified by Borrower in a written request delivered to Collateral Agent and the Agent or (ii) for purposes otherwise requested by Borrower and reasonably approved by the Agent in writing. (iv) Not less than three (3) Business Days prior to Borrower's delivery of a request to Collateral Agent to withdraw the funds on deposit in any account of the Capital Expenditure Reserve Account, in whole or in part, Borrower shall provide the Agent with written notice (with a copy to Collateral Agent) of such request (including therein a statement of the purpose for the withdrawal). In the event Borrower completes the repairs for which funds were reserved in the Deferred Maintenance Account to the reasonable satisfaction of the Agent, Agent and, at the written direction of Agent, Collateral Agent shall withdraw and hold uninvested for Borrower in a LaSalle Bank National Association account from the Business Day immediately preceding the date upon which the release of funds is to be made to Borrower and release on the date of release any and all amounts then on deposit in the Deferred Maintenance Account to Borrower. In the event Borrower satisfies the outstanding Indebtedness in full, Agent and, at the written direction of Agent, Collateral Agent shall withdraw and hold uninvested for Borrower in a LaSalle Bank National Association account from the Business Day immediately preceding the date upon which the release of funds is to be made to Borrower and release on the date on which the outstanding Indebtedness is repaid in full any and all amounts then on deposit in each account of the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, Capital Expenditures; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections and (B) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For the avoidance of doubt, Borrower may obtain multiple disbursements from the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c)Borrower.

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures when and if it is required to do so pursuant to this Section 3.6 (the “Capital Expenditure Reserve Account”). (b) On each Payment Date Borrower will not be required to the extent the amount contained in make any payments for deposit into the Capital Expenditure Reserve Account unless (i) an Event of Default exists, or (ii) an inspection of one or more of the Properties reasonably indicates that Borrower is less than failing (whether or not such failure constitutes an Event of Default hereunder) to maintain such Property or Properties in a good and safe condition and repair and in keeping with the Capital Expenditure Threshold Amountcondition and repair of properties of a similar use, value, age, nature and construction, and Borrower fails to rectify such condition within one hundred eighty (180) days following notice from Lender. On each Payment Date during the existence of an Event of Default or such failure to maintain, there shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure Reserve Amount. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice once per calendar month), Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, for Capital ExpendituresExpenditures that are consistent with the Approved Annual Budget; provided that:: Gxxxxxx Sxxxx Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuingdisbursement; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and relate, (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections inspections, and (B3) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For . (d) Upon the avoidance cure of doubtthe Event of Default, or (provided no Event of Default is then continuing and no Escrow Period is then continuing) upon correction to Lender’s reasonable satisfaction of the failure to maintain the Property or Properties, Lender shall remit to Borrower may obtain multiple disbursements from the amount then contained in the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c)Account.

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain deposit in a reserve account with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Reserve Account”). (b) On at the time of each Payment Date payment of an installment of interest and/or principal under the Note, an additional amount equal to the extent Monthly Capex Reserve, to fund future capital expenditures for repair and replacement of Project improvements, furniture, fixtures and equipment. The determination of the amount contained in so payable and of the Capital Expenditure Reserve Account is fractional part thereof to be deposited with Bank, so that the aggregate of such deposits shall be sufficient for this purpose, shall be an amount not less than the Capital Expenditure Threshold AmountReserve Minimum (as set forth below). Such amounts shall be held in a fully restricted non-interest bearing account pledged to Bank, there as additional security for the Debt, but shall be applied by Borrower, and made available by Bank, to the payment of costs incurred by Borrower in connection with the repair, replacement, and upgrade of the Project improvements. Disbursements from the Capital Reserve Account shall be made within 10 Business Days after Borrower’s submission to Bank, of a disbursement request (on Bank’s standard form) and copies of (i) invoices, receipts and billing statements setting forth the costs of such repair and replacement work or material, (ii) if requested by Bank with respect to expenditures exceeding $250,000.00, a certificates from an architect or third party inspector certifying the installation of materials or improvements to the Project, provided that Bank shall have notified Borrower in writing of such requirement prior to Borrower’s commencement of the applicable work, and (iii) if applicable, conditional lien releases from workmen, materialmen, contractors or subcontractors providing services or materials in excess of $100,000.00, in connection with such repair or replacement work or material. Upon an Event of Default, the balance of any Capital Reserves Account may be used and applied for any purpose authorized pursuant to this Agreement or any other Loan Document, including, without limitation, payment of the Debt in any order Bank may deem appropriate. Nothing herein contained shall be deemed to affect any right or remedy of Bank under any provisions of this Agreement or of any statute or rule of law to pay any such amount and to add the amount so paid, together with interest at the Involuntary Rate, to the Debt. The amount of $2,587.00 (“Monthly Capex Reserve”) reflecting one month of an annual capital reserve amount, shall be debited from the Operating Account and deposited in the Capital Reserves Account commencing on the first monthly payment of interest and/or principal under the Note and continuing each month thereafter with each monthly payment of interest and/or principal under the Note. However, in no event shall Borrower be obligated to fund the Capital Reserve Account to an amount exceeding $1.00 per square foot. Any disbursement from the Capital Reserve Account shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure AmountOperating Account. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice per calendar month), Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, Capital Expenditures; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections and (B) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For the avoidance of doubt, Borrower may obtain multiple disbursements from the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c).

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Borrower shall establish and thereafter Lender will maintain with the Cash Management Bank an account Eligible Account (which may be a book-entry subaccount) for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Reserve Account”). (b) On each Payment Date during a Low NOI Period or Trigger Period, Borrower shall remit to the extent the amount contained in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold AmountLender, there shall be deposited for deposit into the Capital Expenditure Reserve Account Account, an amount equal to the Monthly Capital Expenditure Amount. (c) Upon Within 10 Business Days following Borrower’s delivery of a written request to Lender (but not more often than once per calendar month) and satisfaction of the request of Borrower at any time conditions set forth in this Section 3.6(c), provided that no Event of Default is continuing (but not more often than twice per calendar month)then continuing, Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, for Capital ExpendituresExpenditures that are consistent with the Approved Annual Budget; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuingall conditions precedent to such disbursement required by the Loan Documents have been satisfied; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 750,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (Ax) a reasonably satisfactory site inspections inspection, and (By) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For . (d) Provided that no Event of Default is then continuing, Lender shall release to the avoidance of doubt, Borrower may obtain multiple disbursements from Cash Management Account all amounts then contained in the Capital Expenditure Reserve Account in respect on the first Payment Date after Borrower delivers to Lender evidence reasonably satisfactory to Lender establishing that no Low NOI Period or Trigger Period is then continuing (or if then continuing, promptly following the termination of the same capital improvement projects at Low NOI Period or Trigger Period). Such a release shall not preclude the Properties, provided that (i) subsequent commencement of a Low NOI Period and the requirements deposit of this amounts into the Capital Expenditure Reserve Account as set forth in Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c3.2(a).

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures (the “"Capital Expenditure Reserve Account”"). (b) On each Payment Date to during the extent the amount contained in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold Amountcontinuance of a Cash Trap Period, there shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure Reserve Amount. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice once per calendar month), Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, for Capital Expenditures; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s 's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuingdisbursement; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and relate, (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections inspection, and (B3) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For . (d) Upon the avoidance termination of doubta Cash Trap Period, provided no Event of Default is then continuing, Lender shall remit to Borrower may obtain multiple disbursements from the amount then contained in the Capital Expenditure Reserve Account Account. (e) Notwithstanding anything to the contrary contained herein, in respect lieu of making deposits to the same capital improvement projects at the PropertiesCapital Expenditure Reserve Account, provided that (i) the requirements Borrower shall be permitted to deliver to Lender a Qualified Letter of this Section 3.6(c) are otherwise satisfied Credit or a Qualified Guarantee in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c)amount.

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Each Borrower shall establish and thereafter maintain deposit in a reserve account with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Reserve Account”). (b) On at the time of each Payment Date payment of an installment of interest and/or principal under the Note, an additional amount equal to the extent Monthly Capex Payment (defined below), to fund capital future expenditures for repair and replacement of Project improvements, furniture, fixtures and equipment. The determination of the amount contained in so payable and of the Capital Expenditure Reserve Account is fractional part thereof to be deposited with Bank, so that the aggregate of such deposits shall be sufficient for this purpose, shall be an amount not less than the Capital Expenditure Threshold AmountReserve Minimum (as set forth below). Such amounts shall be held in a fully restricted non-interest bearing account pledged to Bank, there as additional security for the Debt, but shall be applied by each Borrower, and made available by Bank, to the payment of costs incurred by Borrower in connection with the repair, replacement, and upgrade of its Project improvements. Disbursements from the Capital Reserve Account shall be made within 10 Business Days after Borrower’s submission to Bank, of a disbursement request (on Bank’s standard form) and copies of (i) invoices, receipts and billing statements setting forth the costs of such repair and replacement work or material, (ii) if requested by Bank with respect to expenditures exceeding $250,000.00, a certificates from an architect or third party inspector certifying the installation of materials or improvements to its Project, provided that Bank shall have notified Borrower in writing of such requirement prior to Borrower’s commencement of the applicable work, and (iii) if applicable, conditional lien releases from workmen, materialmen, contractors or subcontractors providing services or materials in excess of $100,000.00, in connection with such repair or replacement work or material. Upon an Event of Default, the balance of any Capital Reserves Account may be used and applied for any purpose authorized pursuant to this Agreement or any other Loan Document, including, without limitation, payment of the Debt in any order Bank may deem appropriate. Nothing herein contained shall be deemed to affect any right or remedy of Bank under any provisions of this Agreement or of any statute or rule of law to pay any such amount and to add the amount so paid, together with interest at the Involuntary Rate, to the Debt. The amount of $10,203.00 (“Monthly Capex Payment”) reflecting one month of the Capital Reserve Minimum shall be debited from each Borrower’s operating account and deposited in the Capital Reserves Account commencing on the first monthly payment of interest and/or principal under the Note and continuing each month thereafter with each monthly payment of interest and/or principal under the Note. However, in no event shall Borrower be obligated to fund the Capital Reserve Account to an amount exceeding $1.00 per square foot. Any disbursement from the Capital Reserve Account shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure AmountOperating Account. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice per calendar month), Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower for, Capital Expenditures; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections and (B) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For the avoidance of doubt, Borrower may obtain multiple disbursements from the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c).

Capital Expenditure Reserve Account. (a) On or prior to the Closing Date, Borrower shall Lender will establish and thereafter maintain with an Eligible Account (which may be a subaccount of the Cash Management Bank an account Account) for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Reserve Account”). (b) On Beginning on the Payment Date in October 2019 and on each Payment Date thereafter, Borrower shall deposit or cause to the extent the amount contained in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold Amount, there shall be deposited (unless deposited pursuant to Section 3.2(b)) into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure Amount. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice once per calendar month), no more than twenty (20) days after delivery to Lender of the items required or requested by Lender under Section 3.6(c)(i) through (iii) below, Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, or reimburse Borrower forfor (i) Capital Expenditures that are consistent with the Annual Budget or, as applicable, the Approved Annual Budget, (ii) unbudgeted extraordinary Capital ExpendituresExpenditures approved by Lender in its reasonable discretion or (iii) Approved Base Building Work, in Lender’s reasonable discretion; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuingall conditions precedent to such disbursement required by this Section 3.6 have been satisfied; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of the $250,000 500,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (Ax) a reasonably satisfactory site inspections inspection, and (By) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. For the avoidance of doubt, Borrower amounts (which may obtain multiple disbursements from the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(cbe conditioned on payment).

Capital Expenditure Reserve Account. (a) On or prior to the Closing Datefirst Payment Date after the first occurrence of a Low DSCR Period, Borrower the Obligors shall establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures during Low DSCR Periods (the “"Capital Expenditure Reserve Account”"). (b) On each Payment Date to during the extent the amount contained in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold Amountcontinuance of a Low DSCR Period, there shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Low DSCR Capital Expenditure Amount. (c) Upon the written request of Borrower any Obligor at any time that no Event of Default is continuing (but not more often than twice per calendar month)continuing, Lender shall will cause disbursements to Borrower such Obligor from the Capital Expenditure Reserve Account Account, within five Business Days after request, to paypay directly, or to reimburse Borrower forsuch Obligor, for Capital Expenditures; provided that: that (i1) Borrower such Obligor shall deliver to Lender invoices evidencing that incurrence of the costs for as to which such disbursements are requested are due and payable; requested, (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and (iii2) Lender may condition the making of a requested such disbursement on (1) receipt of reasonable evidence establishing that Borrower has applied any amounts previously received by it the requested disbursement is in accordance with this Section for the expenses to which specific draws made hereunder relate respect of Capital Expenditures, and (23) with respect if a requested disbursement relates to disbursements for Capital Expenditures relating to any single capital improvement a project costing in excess more than $2,000,000, then Lender may condition the making of the $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) reasonably satisfactory site inspections and (B) such disbursement on such Obligor's receipt of partial lien releases and waivers from any contractors, subcontractors and others with respect to amounts for which such amounts. For Obligor has previously received disbursements for such project under this Section 3.5(c). (d) The Obligors shall have the avoidance right to deliver to Lender a Qualified Letter of doubt, Borrower may obtain multiple disbursements from Credit in lieu of making the Capital Expenditure Reserve Account in respect of the same capital improvement projects at the Propertiescash deposits described above, provided that (i) the requirements amount of this Section 3.6(csuch Qualified Letter of Credit shall at all times be at least the amount that would then be required to be held in the Capital Expenditure Reserve Account had such Qualified Letter of Credit not been delivered, (ii) are otherwise satisfied the Obligors shall be obligated to make all payments in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that would otherwise have not been previously reimbursed paid from amounts contained in the Capital Expenditure Reserve Account, and (iii) if the letter of credit delivered to Borrower pursuant Lender at any time ceases to this Section 3.6(c)be a Qualified Letter of Credit, the Obligors shall deliver to Lender a Qualified Letter of Credit in such amount within 10 days following the Obligors' receipt of written notice from Lender. (e) Upon the termination of a Low DSCR Period, provided no Event of Default is then continuing, Lender shall remit to the Obligors the amount then contained in the Capital Expenditure Reserve Account or return to the Obligors the Qualified Letter of Credit, as applicable.

Capital Expenditure Reserve Account. (a) On or prior to If, during any calendar month, Borrower does not actually expend any amounts set forth in the Closing DateAnnual Budget for Capital Expenditures, Borrower shall establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving deposit such budgeted amounts in respect of Capital Expenditures (the “Capital Expenditure Account”). (b) On each Payment Date to the extent the amount contained in the Capital Expenditure Reserve Account is less than the Capital Expenditure Threshold Amount, there shall be deposited into the Capital Expenditure Reserve Account an amount equal to the Monthly Capital Expenditure Amount. extent funds are available in the Deposit Account after giving effect to the payments described in subsections 9.4.1(a) through (c) d). Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice per calendar month)Borrower, Lender shall will, within five (5) Business Days after the receipt of such request and the satisfaction of the other conditions set forth in this Section, cause disbursements to Borrower from the Capital Expenditure Reserve Account to pay, pay or to reimburse Borrower forfor actual costs incurred in connection with Capital Expenditures at the Property (to the extent such expenditures are permitted hereunder and under the Property Management Agreement, Capital Expenditures; if applicable), provided that: that (iA) Borrower shall deliver to Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable; payable and are in respect of Capital Expenditures, (iiB) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it them in accordance with this Section 9.2.5 for the expenses to which specific draws made hereunder relate and (2) received any Lien waivers or other releases which would customarily be obtained with respect to disbursements the work in question, (C) if applicable, the Property Manager has theretofore disbursed for Capital Expenditures relating all amounts it originally reserved for Capital Expenditures under the applicable Property Management Agreement (or otherwise withheld from disbursement to any single capital improvement costing in excess of the $250,000 Borrower) for such purpose pursuant to the Property Management Agreement; and (D) Lender has received an Officer’s Certificate confirming that the conditions in the aggregate (whether disbursed in a lump sum or multiple installments), foregoing clauses (A) reasonably satisfactory site inspections through (C) have been satisfied and that the copies of invoices and evidence of Lien waivers (Bto the extent required above) receipt of lien releases and waivers from any contractors, subcontractors and others with respect attached to such amountsOfficer’s Certificate are true, complete and correct. For At the avoidance end of doubteach calendar year, provided no Event of Default shall have occurred and be continuing, Borrower may obtain multiple disbursements from direct that any amounts remaining in the Capital Expenditure Reserve Account be deposited into the Deposit Account for application in respect of the same capital improvement projects at the Properties, provided that (i) the requirements of this accordance with Section 3.6(c) are otherwise satisfied in respect of each such disbursement and (ii) each such disbursement is requested by Borrower to reimburse it for Capital Expenditures that have not been previously reimbursed to Borrower pursuant to this Section 3.6(c)9.4.1 hereof.