FF&E 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 FF&E expenditures (the “FF&E Reserve Account”).
(b) On each Payment Date there shall be deposited into the FF&E Reserve Account an amount equal to the Monthly FF&E Amount.
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements to Borrower from the FF&E Reserve Account to reimburse Borrower for FF&E expenditures 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 all conditions precedent to such disbursement required by the Loan Documents have been satisfied;
(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, (2) a reasonably satisfactory site inspection, and (3) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts; and
(iv) No amounts reserved in the FF&E Reserve Account shall be used to pay expenses in respect of the Capital Plan unless and until Borrower shall first have fulfilled its obligation under Section 5.07(e) of the Approved Management Agreement to fund the first $5,500,000 in Capital Plan expenses.
(d) Notwithstanding the foregoing, Borrower shall have no obligation to comply with subclause (b) of this Section 3.6 for so long as (i) no Event of Default or Trigger Period is continuing, (ii) Borrower maintains with an Eligible Institution a separate account (the “Borrower FF&E Account”) owned by Borrower but subject to a Borrower FF&E Account Control Agreement, into which Borrower shall deposit, on a monthly basis, an amount equal to the Monthly FF&E Amount and (iii) Borrower’s chief financial officer shall deliver to Lender within ten Business Days of the end of each Fiscal Quarter, an Officer’s Certificate certifying as to the amount conta...
FF&E Reserve Account. In accordance with Section 3.1, and during any period when Manager is not reserving for FF&E pursuant to the terms of the Management Agreement, upon the request of Borrower, Lender will, within fifteen (15) Business Days (or such shorter time as may be appropriate in Lender’s reasonable discretion during emergency situations identified to Lender by Borrower in writing) after the receipt of such request and the satisfaction of the other conditions set forth in this Section, cause disbursements to Operating Lessee from the FF&E Reserve Account to pay or to reimburse Operating Lessee or Manager for actual costs incurred in connection with capital expenditures relating to FF&E at the Property (to the extent such expenditures are permitted hereunder), provided that (A) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable and are in respect of capital expenditures relating to FF&E at the property, (B) Operating Lessee has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and received any Lien waivers or other releases which would customarily be obtained with respect to the work in question and (C) Lender has received an Officer’s Certificate confirming that the conditions in the foregoing clauses (A) and (B) have been satisfied and that the copies of invoices and evidence of Lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct.
FF&E Reserve Account. Distributions from the FF&E Reserve Account will be made in accordance with Section 2.1(f).
FF&E Reserve Account. In accordance with Section 3.1, and during any period when Manager is not reserving for FF&E or FF&E is not otherwise reserved pursuant to the terms of the Management Agreement, upon the request of Borrower, Administrative Agent will, within fifteen (15) Business Days (or such shorter time as may be appropriate in Administrative Agent’s reasonable discretion during emergency situations identified to Administrative Agent by Borrower in writing) after the receipt of such request and the satisfaction of the other conditions set forth in this Section, cause disbursements to Operating Lessee from the FF&E Reserve Account to pay or to reimburse Operating Lessee or Manager for actual costs incurred in connection with capital expenditures relating to FF&E at the Property of the type customarily utilized in hotel properties in Washington, D.C. similar to the Property (to the extent such expenditures are permitted hereunder), provided that (A) Administrative Agent has received invoices evidencing that the costs for which such disbursements are requested are due and payable and are in respect of capital expenditures relating to FF&E at the property, (B) Operating Lessee has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and received any Lien waivers or other releases which would customarily be obtained with respect to the work in question and (C) Administrative Agent has received an Officer’s Certificate confirming that the conditions in the foregoing clauses (A) and (B) have been satisfied and that the copies of invoices and evidence of Lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct. Subject to the terms of the Assignment of Management Agreement, in no event shall Administrative Agent be obligated to disburse funds from the FF&E Reserve Account if a monetary Default or an Event of Default exists.
FF&E Reserve Account. A breach by Lessee of its obligation to create, fund, and maintain the minimum required aggregate amounts in the FF&E Reserve Account as provided in Section 4.1(b) hereof and Section 3.7(f) of the Property Leases subject to any notice and cure periods contained in the Property Leases.
FF&E Reserve Account. A. Manager shall establish an interest bearing account, in Owner’s name, in a bank designated by Manager (and approved by Owner, such approval not to be unreasonably withheld), into which all FF&E Reserve Deposits shall be paid (the “FF&E Reserve Account”). Funds on deposit in the FF&E Reserve Account (the “FF&E Reserves”) shall not be commingled with any other funds without Owner’s consent.
B. So long as no Manager Event of Default shall have occurred, the FF&E Reserves may be applied by Manager, without the consent of Owner, only to the payment of any capital expenditure in an approved Capital Estimate; provided, not more than Twenty Five Thousand Dollars ($25,000) may be expended by Manager in a given year for any single item to be charged against any discretionary or contingency line item in a Capital Estimate without the prior written consent of Owner, which consent shall not be unreasonably withheld, conditioned or delayed.
C. In addition to the FF&E Reserve Deposit, other than Owner’s or Manager’s personal property, all materials or FF&E which are scrapped or removed in connection with the making of any major or non-major repairs, renovation, additions, alterations, improvements, removals or replacements shall be disposed of by Manager and the net proceeds thereof shall be deposited into the FF&E Reserve Account and not included in Gross Revenues.
D. Manager shall be the only Party entitled to withdraw funds from the FF&E Reserve Account unless and until a Manager Event of Default shall occur. Following the occurrence of a Manager Event of Default, Manager shall not have the right to withdraw funds from the FF&E Reserve Account without Owner’s prior written consent.
E. Upon the expiration or earlier termination of the Term, Manager shall disburse to Owner or Landlord, or as Owner or Landlord shall direct, all remaining FF&E Reserves after payments of all expenses on account of capital expenditures incurred by Manager pursuant to an approved Capital Estimate during the Term in accordance with this Agreement.
FF&E Reserve Account. Funds shall be deposited to the FF&E Reserve Account in accordance with Section 2.11 to be used in accordance with the Pre-approved Capital Expenditure Budget. With respect to any excess funds held in the FF&E Reserve Account due to cost savings on the Pre-approved Capital Expenditure Budget or otherwise, such funds shall be held in the FF&E Reserve Account and used for capital expenditures at the Individual Properties and disbursed in accordance with clause (vi) below.
FF&E Reserve Account. Subject to Section 4.08 below:
FF&E Reserve Account. (a) Tenant shall, or shall cause the Hotel Manager to, establish, in Tenant’s name and for the benefit of Tenant, a separate interest-bearing account (the “FF&E RESERVE ACCOUNT”) for each Hotel solely for the purpose of funding the renewal, replacement and additions of FF&E required for the operation of such Hotel in accordance with the terms of this Lease from and after the Opening Date thereof. To fund the FF&E Reserve Account, Tenant shall deposit, or shall cause the Hotel Manager to deposit, within thirty (30) days after the end of each month during the term of this Lease from and after such Opening Date, an amount equal to the percentage of Total Revenues of such Hotel as set forth in the following schedule: FISCAL YEAR PERCENTAGE OF TOTAL REVENUES 1 1 %
FF&E Reserve Account. 14.1 Poshtel shall cause to be opened in a reputable trading bank a separate FF&E (“Furniture, Fixtures and Equipment”) Reserve Account into which shall be deposited monthly from the Operating Account the monthly instalment of the FF&E Reserve calculated on the basic of the monthly reports prepared by the Poshtel in accordance with the approval Annual Budget and from which shall be withdrawn all amounts necessary for the purchase and replacement of FF&E into which shall be deposited the proceeds of sale of FF&E.
14.2 Poshtel shall have sole rights to operate the FF&E Reserve Account, including the right to entitle the nominated signatories for the purpose of authorising all the payments made from the FF&E Reserve Account.
14.3 A minimum of two (2) signatures is required for any payment from this FF&E Reserve Account.
14.4 The Parties acknowledge that the primary use to which the FF&E Reserve will be put for the replacement of FF&E and in operating the FF&E Reserve Poshtel shall:
a) set aside each Fiscal Year the FF&E Reserve for the relevant Fiscal Year;
b) include in the draft Annual Budget each Fiscal Year a budget of estimated expenditure to be made from such FF&E Reserve;
c) credit to the FF&E Reserve the proceeds of the FF&E being sold;
d) in all financial statements segregate the FF&E Reserve so as to be clearly identifiable.
