Common use of Disbursements from FF&E Reserve Account Clause in Contracts

Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account). (b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment. (c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower). (d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account). (b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment. (c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower). (d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at Subject to the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision provisions of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder Section 7.3 and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account). (b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided provided that no Event of Default shall have occurred and be continuing, Borrower shall have the right from time to time to disbursement of funds from the FF&E Reserve Account solely to pay costs then payable, or to reimburse Borrower or Manager for costs previously paid (including prior to the date of this Agreement), using capital contributions or any other funds available to Borrower or Manager, as applicable, in connection with FF&E Expenditures at the Property (including, without limitation, the repair, replacement and/or upgrade thereof), or any other Approved Capital Expenditures (other than Major Capital Expenditures) at the Property. Lender shall, within ten (10) days following request by Borrower, make disbursements shall be made from the FF&E Reserve Fund Fund, no more frequently than once in any thirty (30) day period, in amounts of no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and ) upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment. (c) Disbursements . Reimbursement may be made from for work that commenced and/or expenses incurred at any time prior to the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower)reimbursement request. (d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

Disbursements from FF&E Reserve Account. (a) Lender shall make disbursements from the FF&E Reserve Account to pay Borrower only for the costs of the Replacements. The Renovation Plan Deposit shall be disbursed only for the costs of Renovation Plan Replacements in accordance with the Renovation Plan; provided that upon completion of the Renovation Plan Replacements in accordance with the Renovation Plan, any amounts remaining from the Renovation Plan Deposit may at any time be used for FF&E Replacements or PIP Replacements. Lender shall not be obligated to make disbursements from the FF&E Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or replacements of inventory. (b) Lender shall, upon written request from Borrower and at satisfaction of the direction of Lenderrequirements set forth in this Section 7.3.2, disburse to Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues necessary to pay for the preceding trailing twelve actual approved costs of Replacements, including advance deposits required in connection with any Replacements, or to reimburse Borrower therefor, upon completion of such Replacements (12) month period that are or, upon partial completion in the case of Replacements made pursuant to Section 7.3.1(a7.3.2(e) above hereof) as reasonably determined by Lender. In no event shall Lender be obligated to prepay disburse funds from the Mortgage Loan FF&E Reserve Account if an Event of Default has occurred and is continuing. (and, notwithstanding any provision of this Agreement to c) Each request for disbursement from the contrary, FF&E Reserve Account shall be in a form specified or reasonably approved by Lender and shall specify (i) any such prepayments shall be permitted hereunder and the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items, (iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for which such request for disbursement is made. With each request Borrower shall not certify that all Replacements have been made or will be obligated made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the Property. Except with respect to re-deposit advance deposits required in connection with the Replacements, each request for disbursement shall include copies of invoices for all items or materials purchased, or such amounts so withdrawn from the FF&E Reserve Account). (b) other evidence as may be reasonably acceptable to Lender, and all contracted labor or services provided and, unless Lender has agreed to issue joint checks as described below in connection with a particular Replacement, each request shall include evidence satisfactory to Lender of payment of all such amounts. Except as described provided in this Section 7.3.2(a7.3.2(c) aboveor Section 7.3.2(e) hereof, all disbursements each request for disbursement from the FF&E Reserve Account shall be made solely only after completion of the Replacement for which disbursement is requested. Borrower shall provide Lender evidence of completion of the purpose subject Replacement satisfactory to Lender in its reasonable judgment. Borrower shall provide Lender a copy of reimbursing Mortgage a purchase contract, purchase order or other evidence reasonably satisfactory to Lender evidencing the obligation to make any advance deposit required in connection with the Replacements. (d) Except with respect to advance deposits required in connection with the Replacements, Borrower (shall pay all invoices in connection with the Replacements with respect to which a disbursement is requested prior to submitting such request for disbursement from the FF&E Reserve Account or, at the request of Borrower, Lender will issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or Operating Company or Manager other party to whom payment is due in connection with a Replacement. In the case of payments made by joint check, Lender may require a conditional waiver of lien from each Person receiving payment prior to Lender’s disbursement from the FF&E bought Reserve Account. In addition, as a condition to any disbursement (other than with respect to any advance deposit required in connection with the Replacements), Lender may require Borrower to obtain conditional lien waivers from each contractor, supplier, materialman, mechanic or Routine Capital Improvements made subcontractor who receives payment in an amount equal to or greater than $50,000.00 for completion of its work or delivery of its materials. Any conditional lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the name event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of Mortgage Borrower in accordance with lien shall be effective through the Operating Lease or date covered by the Management Agreement, and as directed by Mortgage Borrowerprevious release of funds request). (e) for, or for paying for, If (i) the costs and expenses cost of repairinga Replacement exceeds $50,000.00, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event the contractor performing such Replacement requires periodic payments pursuant to terms of Default shall have occurred a written contract, and be continuing(iii) Lender has approved in writing in advance such periodic payments, within ten (10) days following a request by Borrower, disbursements shall be made for reimbursement from the FF&E Reserve Fund no Account may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) except in connection with any advance deposit required in connection with the Replacements, the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (C) all other conditions in this Agreement for disbursement have been satisfied, (D) funds remaining in the FF&E Reserve Account are, in Lender’s reasonable judgment, sufficient to complete such Replacement and other Replacements when required, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a conditional waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. (f) Borrower shall not make a request for disbursement from the FF&E Reserve Account more frequently than once in any thirty calendar month and (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services except in connection with the requested payment. (cfinal disbursement) Disbursements may the total cost of all Replacements in any request shall not be made from the less than $5,000.00. Any FF&E Reserve Account as described Funds remaining after the Debt has been paid in subparagraph (b) above, at full shall be paid to Borrower’s election, directly to third parties (as directed by Borrower). (d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account). (b) Except as described in Section 7.3.2(a) above, all All disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, for its costs and as directed by Mortgage Borrower) forexpenses incurred, or for paying forcosts to be incurred, (i) in connection with the costs and expenses repair, replacement and/or upgrade of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage BorrowerProperty. Provided no Event of Default shall have occurred and be continuingLender shall, within ten (10) days following request by Borrower, make disbursements shall be made from the FF&E Reserve Fund Fund, no more frequently than once in any thirty (30) day period, in amounts period of no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and ) upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.. Notwithstanding the foregoing, Borrower shall apply an amount equal to 75% of each monthly deposit into the FF&E Reserve Account to renovate 1,000 rooms (the “Additional Rooms”) in addition to the 608 rooms to be renovated as part of the Renovation Project, provided that: (a) such Additional Rooms shall be renovated to a standard substantially equivalent to that of the room renovations contemplated by the Renovation Project; (b) Borrower shall not be required to undertake the renovation of more than sixty Additional Rooms for each calendar month during the term of the Loan; and (c) Disbursements may be made in the event that, in any month, Borrower applies funds (“Other Funds”) other than funds from the that month’s FF&E Reserve Account as described in subparagraph (b) aboveFund deposit to pay the cost of renovating Additional Rooms, at Borrowerthe amount of such month’s election, directly to third parties (as directed by Borrower). (d) In no event shall funds in the FF&E Reserve Account Fund deposit required to be utilized applied to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements)the renovation of Additional Rooms shall be reduced by the amount of Other Funds so applied.

Disbursements from FF&E Reserve Account. (a) Lender shall make disbursements from the FF&E Reserve Account to reimburse Borrower may at any time only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the FF&E Reserve Account to reimburse Borrower for the costs of routine maintenance to the Properties or for costs which are to be reimbursed from the Required Repair Fund. (b) Lender shall, upon written request from Borrower and at satisfaction of the direction of Lenderrequirements set forth in this Section 7.3.2, disburse to Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues necessary to reimburse Borrower for the preceding trailing twelve actual approved costs and Replacements upon completion of such Replacements (12) month period that are or, upon partial completion in the case of Replacements made pursuant to Section 7.3.1(a7.3.2(e)) above as determined by Lender. In no event shall Lender be obligated to prepay disburse funds from the Mortgage Loan FF&E Reserve Account if a Default or an Event of Default exists. (and, notwithstanding any provision of this Agreement to c) Each request for disbursement from the contrary, FF&E Reserve Account shall be in a form specified or approved by Lender and shall specify (i) any such prepayments shall be permitted hereunder and the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items, (iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for which the disbursement is requested. With each request Borrower shall not be obligated certify that, to re-deposit the best of Borrower's knowledge, all Replacements have been made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the applicable Properties to which the Replacements are being provided. Each request for disbursement shall include copies of invoices for all items or materials purchased and all contracted labor or services provided and, unless Lender has agreed to issue joint checks as described below in connection with a particular Replacement, each request shall include evidence reasonably satisfactory to Lender of payment of all such amounts so withdrawn from the FF&E Reserve Account). (b) amounts. Except as described provided in Section 7.3.2(a) above7.3.2(e), all disbursements each request for disbursement from the FF&E Reserve Account shall be made solely only after completion of the Replacement for the purpose which disbursement is requested. Borrower shall provide Lender evidence of reimbursing Mortgage completion satisfactory to Lender in its reasonable judgment. (d) Borrower (or Operating Company or Manager shall pay all invoices in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance connection with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or Replacements with respect to each request for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following disbursement prior to submitting such request by Borrower, disbursements shall be made for disbursement from the FF&E Reserve Fund no Account or, at the request of Borrower, Lender will issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with a Replacement. In the case of payments made by joint check, Lender may require a waiver of lien from each Person receiving payment prior to Lender's disbursement from the FF&E Reserve Account. In addition, as a condition to any disbursement, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an amount equal to or greater than $25,000 for completion of its work or delivery of its materials. Any lien waiver delivered hereunder shall conform to the requirements of Applicable Law and shall cover all work performed and materials supplied (including equipment and fixtures) for the applicable Properties by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). (e) If the contractor performing such Replacement requires periodic payments pursuant to terms of a written contract (and if such contract is for work the cost of which exceeds $25,000.00 and Lender has approved in writing in advance such contract), a request for reimbursement from the FF&E Reserve Account may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) the materials for which the request is made are on site at the applicable Properties and are properly secured or have been installed in such Properties, (C) all other conditions in this Section 7.3 for disbursement have been satisfied, (D) funds remaining in the FF&E Reserve Account are, in Lender's judgment, sufficient to complete such Replacement and other Replacements when required, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. (f) Borrower shall not make a request for disbursement from the FF&E Reserve Account more frequently than once in any thirty calendar month and (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services except in connection with the requested paymentfinal disbursement) the total cost of all Replacements in any request shall not be less than $25,000. (c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower). (d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower Lender shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account). (b) Except as described in Section 7.3.2(a) above, all make disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request requested by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts period and of no less than $10,000 5,000.00 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000disbursement, in which case only one disbursement upon satisfaction by Borrower of each of the amount remaining in the account following conditions with respect to each such disbursement: (i) Borrower shall be made), and upon delivery by Borrower (or Operating Company) of submit Lender’s standard form of draw request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made, which request shall specify the expense for FF&E to be paid and shall be accompanied by copies of paid invoices for the amounts requested; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default or Mortgage Loan Event of Default shall exist and remain uncured; and (iii) Lender shall have received (1) an Officer’s Certificate from Borrower (A) stating a description of the FF&E for which the disbursement is being requested, (B) stating that all FF&E to be funded by the requested anddisbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the FF&E to be funded by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the FF&E to be funded have not been the subject of a previous disbursement, and (F) stating that all previous disbursements of FF&E Reserve Funds have been used to pay the previously identified expenses for FF&E, (2) a copy of any license, permit or other approval by any Governmental Authority required in connection with the FF&E and not previously delivered to Lender, (3) if required by Lender for requests in excess of $50,000 10,000.00 for a single item, receipts lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. payment or other evidence of payment satisfactory to Lender, and (c4) Disbursements such other evidence as Lender shall reasonably request to demonstrate that the expenses for FF&E to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender may be made from require an inspection of the FF&E Reserve Account as described in subparagraph (b) above, Property at Borrower’s election, directly expense prior to third parties (as directed by Borrower)making a monthly disbursement in order to verify completion of replacements and/or repairs of FF&E in excess of $250,000.00 for which reimbursement is sought. (d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

Disbursements from FF&E Reserve Account. (a) Lender shall disburse to Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts FF&E Reserve Fund from the FF&E Reserve Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and specifies FF&E repairs to be paid, or to be reimbursed if Borrower has already paid; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have received an Officers’ Certificate (i) stating that are all FF&E repairs at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to the best of Borrower’s and the Owner Parties’ knowledge, in accordance with all Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the FF&E repairs, (ii) identifying each Person that supplied materials or labor in connection with the FF&E repairs performed at the Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such Officers’ Certificate to be accompanied by lien waivers for each contract or payment in excess of the increased funding above three percent (3%) $10,000 or other evidence of Revenues for the preceding trailing twelve (12) month period that are made pursuant payment satisfactory to Section 7.3.1(a) above Lender with respect to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account). (b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be Fund previously made solely by Lender; (d) at Lender’s option, a title search for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in Property indicating that the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management AgreementProperty is free from all Liens, claims and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties other encumbrances other than Permitted Encumbrances; and (iie) Routine Capital Improvements undertaken Lender shall have received such other evidence as Lender shall reasonably request that the FF&E repairs to be funded by Mortgage the requested disbursement have been completed and are paid for upon such disbursement to Borrower. Provided no Event of Default Lender shall have occurred and not be continuing, within ten (10) days following request by Borrower, required to make disbursements shall be made from the FF&E Reserve Fund no more frequently than once Account unless such requested disbursement is in any thirty (30) day period, in amounts no less an amount greater than $10,000 per disbursement 25,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,00025,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by . Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment. (c) Disbursements may shall not be made obligated to make disbursements from the FF&E Reserve Account as described with respect to the Property in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed excess of the amount deposited by Borrower). (d) In no event . Lender shall funds in make disbursements from the FF&E Reserve Account be utilized to pay for or reimburse any Person Borrower only for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).the costs of FF&E.