Deposits to FF&E Reserve Fund. On the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “FF&E Reserve Account”) an amount equal to $164,894.00 for FF&E Work and on each Payment Date thereafter, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “FF&E Reserve Account”) an amount equal to the greater of (x) one-twelfth of four percent (4%) of the Room and F&B Revenue generated during the twelve (12) month period ending on the last day of the most recent calendar quarter for which Borrower has furnished financial statements pursuant to Section 5.11 hereof, and (y) the then-current amount (if any) required by the Management Agreement or the License Agreement for replacements or FF&E Work (the “FF&E Monthly Deposit”). The FF&E Monthly Deposit shall be (A) initially be determined for the balance of the calendar year 2023 and for the calendar year 2024 as of the Closing Date and (B) thereafter adjusted and determined by Lender annually on the Payment Date in January, 2024 and on each Payment Date falling in each subsequent January thereafter. Notwithstanding anything herein to the contrary, Lender may require Borrower to increase the monthly deposits required pursuant to this Section 7.5 upon thirty (30) days’ notice to Borrower if a Cash Sweep Period is continuing and Lender determines in its reasonable discretion that an increase is necessary to maintain proper maintenance and operation of the Property or the Collateral. Amounts deposited pursuant to this Section 7.5 are referred to herein as the “FF&E Reserve Funds”. All interest on the FF&E Reserve Funds shall be added to and become a part thereof and shall be disbursed in accordance with Section 7.5.2 below.
Deposits to FF&E Reserve Fund. Upon the occurrence and during the continuance of a Cash Sweep Period, Borrower shall deposit with Lender, on each Payment Date thereafter, an amount equal to three percent (3%) of Gross Income from Operations with respect to the Viceroy Property (or such greater amount if required by the Management Agreement applicable to the Viceroy Property) of the calendar month occurring two (2) calendar months prior to the calendar month of the Payment Date on which such deposit is required (the “FF&E Reserve Monthly Deposit”); provided, however, in the event the Viceroy Manager is collecting the FF&E Contributions and maintaining the Reserve Fund (each as defined in the Management Agreement applicable to the Viceroy Property) in accordance with the Management Agreement, Borrower shall not be required to deposit the FF&E Reserve Monthly Deposit hereunder unless the Viceroy Manager no longer maintains such Reserve Fund and provided that the Viceroy Manager grants to Lender a first-priority perfected security interest in such Reserve Fund and any and all monies now or hereafter deposited in such Reserve Fund as additional security for payment of the Debt and subject to Section 7.12 hereof. All such amounts so deposited shall hereinafter be referred to as the “FF&E Reserve Fund” and the account to which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.
Deposits to FF&E Reserve Fund. During each calendar year, each Borrower shall spend not less than three percent (3%) of the Gross Receipts from Operations from its respective Collateral Property on FF&E Expenditures for such Collateral Property. Additionally, Borrowers agree that, during each calendar year, Borrower shall spend, in the aggregate (inclusive of the FF&E Expenditures spending requirement set forth in the immediately preceding sentence), not less than four percent (4%) of the aggregate Gross Receipts from Operations from all of the Collateral Properties received during such calendar year on FF&E Expenditures for such Collateral Properties. If, with respect to any calendar year, any Borrower shall have spent less than three percent (3%) of the Gross Receipts from Operations from its respective Collateral Property on FF&E Expenditures for such Collateral Property, or if Borrowers shall have in the aggregate spent less than four percent (4%) of the Gross Receipts from Operations from the Collateral Properties on FF&E Expenditures for the Collateral Properties, Borrowers shall, within forty-five (45) days following the end of such calendar year, deposit with Administrative Agent an amount equal to the FF&E True-Up Amount (such deposit, an “FF&E True-Up Payment”). Administrative Agent shall separately account for the aggregate amount of FF&E True-Up Payments made by particular Borrowers, and Administrative Agent shall track withdrawals made by each of the Borrowers from the FF&E Reserve Fund and shall keep a record of the current balances, if any, of each Borrower in the FF&E Reserve Fund. Additionally, during any Lockbox Period, Borrowers shall deposit (or if there are sufficient funds on deposit in the Lockbox Account, Administrative Agent shall, in accordance with Section 3.6(b), remit from the Lockbox Account) on each Payment Date the sum equal to four percent (4%) of the Gross Receipts from Operations from all of the Collateral Properties received during the month prior to the calendar month immediately preceding such Payment Date. Funds received by Administrative Agent pursuant to this Section 13.2 shall be held by Administrative Agent for costs and expenses of Borrowers related to FF&E Expenditures subsequent to the date of deposit. All such amounts so deposited shall hereinafter be referred to as the “FF&E Reserve Fund” and the account to which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account.”
