Common use of Capital Reserve Clause in Contracts

Capital Reserve. Commencing upon Substantial Completion of the Project, Tenant shall, on the first day of each month during the Term, make monthly deposits to a capital reserve fund (the “Maintenance Capital Reserve”) in an amount equal to $350.00/Residential Unit per annum, escalating each year by the increase in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount and (ii) shall, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA shall have the right to reinstate the original Maintenance Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.

Capital Reserve. Commencing upon Substantial Completion of the Project, Tenant shall, on the first day of each month during the Term, make monthly deposits to a capital reserve fund (the “Maintenance Capital Reserve”) in an amount equal to $350.00300.00/Residential Unit per annum, escalating each year by the increase in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount and (ii) shall, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA shall have the right to reinstate the original Maintenance Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.

Capital Reserve. Commencing upon Substantial Completion of In addition to the Projectother amounts payable by Tenant under this Lease, Tenant shall, shall pay to the Landlord (or as otherwise directed by Landlord in writing) on or before the first day of each month during the TermTerm the sum of One Thousand Nine Hundred One and 67/100 Dollars ($1,901.67), make monthly deposits to a capital reserve fund be deposited by Landlord or Landlord's Mortgagee in an interest-bearing account (the “Maintenance "Capital Reserve”") for payment of repairs of the Building and other improvements on the Premises, extraordinary maintenance, equipment repairs or replacements, or other capital items pertaining to the Premises. Such account shall at all times be the property of the Tenant, subject to the rights of the Landlord under this Lease. Landlord shall at all times have a first security interest in an amount equal the Capital Reserve, and the Tenant agrees to $350.00/Residential Unit per annum, escalating each year execute any financing statement or other documentation requested by the increase Landlord to evidence or perfect such security interest. Interest earned from the investment of sums held in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount shall remain in, and (ii) shallbe added to, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA such account. Landlord shall have the right to reinstate withdraw funds from the original Maintenance Capital Reserve amount at any time for the purposes described in this Section, provided that so long as provided herein and Tenant is not in default of this Lease no such funds will be used for any capital item not approved by Tenant directly or by approval of the Consumer Price Index escalator upon budget, which approval will not be unreasonably withheld or delayed. Funds will be released from the discharge of any such requesting Mortgagee’s Mortgage. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve in accordance with any procedures required by Landlord's Mortgagee. At expiration or earlier termination of this Lease, Landlord shall be entitled to withdraw funds from the Capital Reserve sufficient to cover the costs unamortized portion of repair any capital expenditures made by Landlord which under the terms of Section 5(b) are amortized over the useful life or pay back period included in Operating Cost, and maintenance to cover any other capital expenditures which are required to be made to the Premises to bring the Premises to first-class order and condition. If Landlord and Tenant do not agree as to the capital expenditures required to bring the Premises to first-class order and condition, they shall mutually select a contractor or other party engaged in the business of conducting physical inspections of property for purchase or sale and the report of such inspector shall be determinative of the Projectcapital expenditures required. If Tenant has paid all of the Base Rent and other amounts owing under this Lease and is not otherwise in default, including, without limitation, upon expiration of this Lease any balance remaining in the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository Reserve after such withdrawals shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant be paid over to a depository agreement reasonably satisfactory to the FCRHA and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.

Capital Reserve. Commencing upon Substantial Completion of the Project, Tenant shall, on the first day of each month during the Term, make monthly deposits to a capital reserve fund (the “Maintenance Capital Reserve”) in an amount equal to $350.00250.00/Residential Unit per annum, escalating each year by the increase in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount and (ii) shall, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA shall have the right to reinstate the original Maintenance Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage. (a) . Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) . Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA Landlord and Tenant. (c) . Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) . After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHALandlord, at the FCRHALandlord’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA Landlord may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHALandlord’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Maintenance Capital Maintenance Reserve for the Project. (e) The FCRHA . Landlord shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHALandlord.

Capital Reserve. Commencing upon Substantial Completion of the Project, Tenant shall, on the first day of each month during the Term, make monthly deposits to a capital reserve fund (the “Maintenance Capital Reserve”) in an amount equal to $350.00/Residential Unit per annum, annum,8 escalating each year by the increase in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount and (ii) shall, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA shall have the right to reinstate the original Maintenance Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA and Tenant. 8 $350 amount will be changed to $300 for senior housing leasehold. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.

Capital Reserve. Commencing upon Substantial Completion of the Project, Tenant shall, on the first day of each month during the Term, make monthly deposits to a capital reserve fund (the “Maintenance Capital Reserve”) in an amount equal to Three Hundred Dollars ($350.00/Residential 300)/Residential Unit per annum, escalating each year by the increase in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount and (ii) shall, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA shall have the right to reinstate the original Maintenance Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage.question.‌ (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA Landlord and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After During the occurrence and during the continuance pendency of an Event of Default and subject to any rights of a MortgageeDefault, the FCRHALandlord, at the FCRHALandlord’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA Landlord may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHALandlord’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA Notwithstanding anything in this Section 12.02 to the contrary, in the event that a Mortgagee (provided such Mortgagee be an Institutional Lender) requires Tenant to deposit funds for capital reserves for the Project, any amount so deposited by Tenant with such Mortgagee shall be credited against the amount, if any, which Tenant would otherwise be required to deposit under this Section 12.02. (f) Landlord shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHALandlord.

Capital Reserve. Commencing upon Substantial Completion of the Project, Tenant shall, on the first day of each month during the Term, make monthly deposits to a capital reserve fund (the “Maintenance Capital Reserve”) in an amount equal to Three Hundred Dollars ($350.00/Residential 300)/Residential Unit per annum, escalating each year by the increase in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount and (ii) shall, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA shall have the right to reinstate the original Maintenance Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage.question.‌ (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA Landlord and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After During the occurrence and during the continuance pendency of an Event of Default and subject to any rights of a MortgageeDefault, the FCRHALandlord, at the FCRHALandlord’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA Landlord may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHAXxxxxxxx’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA Notwithstanding anything in this Section 12.02 to the contrary, in the event that a Mortgagee (provided such Mortgagee be an Institutional Lender) requires Tenant to deposit funds for capital reserves for the Project, any amount so deposited by Tenant with such Mortgagee shall be credited against the amount, if any, which Tenant would otherwise be required to deposit under this Section 12.02. (f) Landlord shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHALandlord.

Capital Reserve. Commencing upon Substantial Completion As of September 30, 2009, Gatherer has established a $19,500,000 capital reserve (as the same is reduced pursuant to the following provisions, “Producer Directed Capital Reserve”). At any time during the term of this Agreement, Producers may provide Notice to Gatherer of one or more capital projects that Producers desire to have implemented that involve one or more of the ProjectXxxxxxx Gathering Systems in the Xxxxxxx XXX and are within the scope of the services provided by Gatherer under this Agreement, Tenant shallincluding pipeline infrastructure, on the first day installation of each month during the Termtreating facilities, make monthly deposits to a capital reserve fund and new Xxxxxxx Delivery Points (the “Maintenance Capital ReserveProjects”) in an amount equal ). As soon as reasonably practicable following Gatherer’s receipt of any such Notice, Gatherer shall provide to $350.00/Residential Unit per annumProducers a suggested method of implementing the Capital Project and Gatherer’s good faith estimate of the total cost thereof. Gatherer shall provide such additional information regarding the proposed implementation and estimated cost of each Capital Project and any incremental operating costs that may be incurred by Gatherer to operate such Capital Project, escalating each year as may be reasonably requested by Producers. If Producers approve Gatherer’s implementation proposal for a Capital Project and the increase in payment of such incremental operating costs, Gatherer shall use commercially reasonable efforts to commence and complete the Consumer Price Index for the year in questioninstallation of such Capital Project; provided, howeverif the estimated cost of such Capital Project (or the total of previous Capital Projects and the current Capital Project) exceeds the Producer Directed Capital Reserve by more than 10%, that then Gatherer shall not be obligated to commence such Capital Project unless and until Producers and Gatherer mutually agree upon a satisfactory method of Gatherer recovering such excess amount (the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee “Excess Amount”). The direct costs incurred and paid by Gatherer in connection with its Mortgagethe installation and completion of each Capital Project, to including engineering costs (other than Excess Amounts) shall be applied as a lesser Maintenance reduction of the Producer Directed Capital Reserve amount Reserve, and (ii) shall, Excess Amounts shall be handled in the manner mutually agreed upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect pursuant to the Maintenance preceding sentence. For a period of ** years after the completion of each Capital Reserve Amount; providedProject, further, however, that the FCRHA Producers shall have the right to reinstate audit the original Maintenance direct costs incurred and paid by Gatherer in respect of such Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, includingincluding engineering costs, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvementsand Gatherer shall make available records and other data supporting and evidencing such direct costs as may be reasonably requested by Producers. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.

Capital Reserve. Commencing upon Substantial Completion of the ProjectBeginning on January 25, Tenant shall1999, and continuing on the first twenty-fifth (25th) day of each month during Loan Month thereafter, Borrower shall deposit with Lender on a monthly basis a reserve of not less than four percent (4%) of Gross Revenues for the Termpreceding Accounting Period. So long as no Event of Default or Incipient Default (other than an Incipient Default which is susceptible to cure and as to which Borrower is diligently pursuing such cure) shall exist, Lender shall make monthly deposits said funds available to Borrower on the following terms and conditions: (i) all Capital Reserve funds released by Lender to Borrower shall be used to pay Borrower for the reasonable expenses actually incurred by Borrower for the acquisition, repair, or replacement of furniture, fixtures or equipment necessary for the management and operation of the Property (based on invoices furnished by Borrower) under an annual budget approved by Lender for said acquisitions, repairs and replacements; (ii) all requests by Borrower for a capital reserve fund disbursement of Capital Reserve funds shall be in writing and shall not be made more frequently than once per Loan Month; (the “Maintenance Capital Reserve”iii) each such request for a disbursement shall be in an amount equal of not less than $10,000.00; and (iv) Borrower shall provide Lender with invoices, contracts providing for progress payments or paid receipts covering the expenses for which Borrower seeks payment or reimbursement from the Capital Reserve funds. Prior to $350.00/Residential Unit per annumthe disbursement of any Capital Reserve funds, escalating each year by the increase in the Consumer Price Index for the year in question; provided, however, that the FCRHA Borrower shall also provide Lender with (i) may agree evidence satisfactory to Lender that Borrower has accepted possession of said items and commenced using the same in its sole discretionthe management and operation of the Property, upon or the reasonable request of a Mortgagee in connection with its Mortgage, applicable contract requires an advance payment prior to a lesser Maintenance Capital Reserve amount manufacture or delivery and (ii) shall, upon paid receipts covering the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance expenses for which Capital Reserve Amount; provided, further, however, that the FCRHA shall have the right to reinstate the original Maintenance Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgagefunds were previously disbursed. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.

Capital Reserve. Commencing upon Substantial Completion of In addition to the Projectother amounts payable by Tenant under this Lease, Tenant shall, shall pay to the Landlord (or as otherwise directed by Landlord in writing) on or before the first day of each month during the TermTerm the sum of One Thousand Nine Hundred One and 67/100 Dollars ($1,901.67), make monthly deposits to a capital reserve fund be deposited by Landlord or Landlord's Mortgagee in an interest-bearing account (the “Maintenance "Capital Reserve”") for payment of repairs of the Building and other improvements on the Premises, extraordinary maintenance, equipment repairs or replacements, or other capital items pertaining to the Premises. Such account shall at all times be the property of the Tenant, subject to the rights of the Landlord under this Lease. Landlord shall at all times have a first security interest in an amount equal the Capital Reserve, and the Tenant agrees to $350.00/Residential Unit per annum, escalating each year execute any financing statement or other documentation requested by the increase Landlord to evidence or perfect such security interest. Interest earned from the investment of sums held in the Consumer Price Index for the year in question; provided, however, that the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee in connection with its Mortgage, to a lesser Maintenance Capital Reserve amount shall remain in, and (ii) shallbe added to, upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect to the Maintenance Capital Reserve Amount; provided, further, however, that the FCRHA such account. Landlord shall have the right to reinstate withdraw funds from the original Maintenance Capital Reserve amount at any time for the purposes described in this Section, provided that so long as provided herein and Tenant is not in default of this Lease no such funds will be used for any capital item not approved by Tenant directly or by approval of the Consumer Price Index escalator upon budget, which approval will not be unreasonably withheld or delayed. Funds will be released from the discharge of any such requesting Mortgagee’s Mortgage. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve in accordance with any procedures required by Landlord's Mortgagee. At expiration or earlier termination of this Lease, Landlord shall be entitled to withdraw funds from the Capital Reserve sufficient to cover the costs unamortized portion of repair any capital expenditures made by Landlord which under the terms of Section 5(b) are amortized over the useful life or pay back period included in Operating Cost, and maintenance to cover any other capital expenditures which are required to be made to the Premises to bring the Premises to first-class order and condition. If Landlord and Tenant do not agree as to the capital expenditures required to bring the Premises to first-class order and condition, they shall mutually select a contractor or other party engaged in the business of conducting physical inspections of property for purchase or sale and the report of such inspector shall be determinative of the Project, including, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvements. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing capital expenditures required. If Tenant for) the maintenance and repair charges has paid all of the Project pursuant Base Rent and other amounts owing under this Lease and is not otherwise in default, upon expiration of this Lease any balance remaining in the Xxxxxxx Xxxxxxx after such withdrawals shall be paid over to a depository agreement reasonably satisfactory to the FCRHA and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.

Capital Reserve. Commencing upon Substantial Completion As of September 30, 2009, Gatherer has established a $** capital reserve (as the same is reduced pursuant to the following provisions, “Producer Directed Capital Reserve”). At any time during the term of this Agreement, Producers may provide Notice to Gatherer of one or more capital projects that Producers desire to have implemented that involve one or more of the ProjectXxxxxxx Gathering Systems in the Xxxxxxx XXX and are within the scope of the services provided by Gatherer under this Agreement, Tenant shallincluding pipeline infrastructure, on the first day installation of each month during the Termtreating facilities, make monthly deposits to a capital reserve fund and new Xxxxxxx Delivery Points (the “Maintenance Capital ReserveProjects”) in an amount equal ). As soon as reasonably practicable following Gatherer’s receipt of any such Notice, Gatherer shall provide to $350.00/Residential Unit per annumProducers a suggested method of implementing the Capital Project and Gatherer’s good faith estimate of the total cost thereof. Gatherer shall provide such additional information regarding the proposed implementation and estimated cost of each Capital Project and any incremental operating costs that may be incurred by Gatherer to operate such Capital Project, escalating each year as may be reasonably requested by Producers. If Producers approve Gatherer’s implementation proposal for a Capital Project and the increase in payment of such incremental operating costs, Gatherer shall use commercially reasonable efforts to commence and complete the Consumer Price Index for the year in questioninstallation of such Capital Project; provided, howeverif the estimated cost of such Capital Project (or the total of previous Capital Projects and the current Capital Project) exceeds the Producer Directed Capital Reserve by more than **%, that then Gatherer shall not be obligated to commence such Capital Project unless and until Producers and Gatherer mutually agree upon a satisfactory method of Gatherer recovering such excess amount (the FCRHA (i) may agree in its sole discretion, upon the reasonable request of a Mortgagee “Excess Amount”). The direct costs incurred and paid by Gatherer in connection with its Mortgagethe installation and completion of each Capital Project, to including engineering costs (other than Excess Amounts) shall be applied as a lesser Maintenance reduction of the Producer Directed Capital Reserve amount Reserve, and (ii) shall, Excess Amounts shall be handled in the manner mutually agreed upon the reasonable request of a Mortgagee in connection with its Mortgage, not require the Consumer Price Index escalator with respect pursuant to the Maintenance preceding sentence. For a period of ** years after the completion of each Capital Reserve Amount; providedProject, further, however, that the FCRHA Producers shall have the right to reinstate audit the original Maintenance direct costs incurred and paid by Gatherer in respect of such Capital Reserve amount as provided herein and the Consumer Price Index escalator upon the discharge of any such requesting Mortgagee’s Mortgage. (a) Tenant shall utilize the funds in the Maintenance Capital Reserve to cover the costs of repair and maintenance of the Project, includingincluding engineering costs, without limitation, the Capital Improvements and, in accordance with Section 2.07, the Lateral Support Improvementsand Gatherer shall make available records and other data supporting and evidencing such direct costs as may be reasonably requested by Producers. (b) Depository shall hold the monies deposited into the Maintenance Capital Reserve in an interest bearing account for the purpose of paying (or reimbursing Tenant for) the maintenance and repair charges of the Project pursuant to a depository agreement reasonably satisfactory to the FCRHA and Tenant. (c) Any interest paid on monies deposited with the Depository pursuant to this Section 12.02 shall be added to the Maintenance Capital Reserve. (d) After the occurrence and during the continuance of an Event of Default and subject to any rights of a Mortgagee, the FCRHA, at the FCRHA’s option, may withdraw any monies from the Maintenance Capital Reserve for the purpose of performing maintenance, repairs or capital improvements for the Project, as the FCRHA may reasonably determine. Notwithstanding the foregoing, this Section 12.02(d) will not apply to the extent that the FCRHA’s rights hereunder would violate or conflict with a Mortgagee’s rights to any Capital Maintenance Reserve for the Project. (e) The FCRHA shall not be liable for any delay in investing or reinvesting monies deposited with the Depository pursuant to Section 12.02 or for any loss incurred by reason of any such investments, except for any willful misconduct or negligence of the FCRHA.