FF&E Reserve Account. (a) On the Closing Date, Borrower shall cause to be deposited all sums in its pre-existing capital reserve or similar account (if any) into an interest-bearing account or sub-account at Agent (the “FF&E Reserve Account”). Thereafter, on each Payment Date, and in addition to all other amounts then due and owing, Borrower shall (i) deposit into the FF&E Reserve Account, in cash or other immediately available funds, the FF&E Reserve Amount for the second (2nd) calendar month immediately prior to such Payment Date (e.g., the payment due on March 1, shall be the FF&E Reserve Amount for the preceding January) and (ii) deliver to Agent a certificate setting forth in reasonable detail Borrower’s calculation of such FF&E Reserve Amount. Interest on the FF&E Reserve Account shall be deposited therein and become part of the funds therein.
(b) From time to time, but no more frequently than once per calendar month, Borrower may submit to Agent a FF&E Disbursement Request with respect to FF&E Expenditures and/or Capital Expenditures. So long as the expenditures that are the subject of such FF&E Disbursement Request are Approved FF&E Expenditures or Approved Capital Expenditures, Agent shall disburse to Borrower from the available balance of the FF&E Reserve Account an amount equal to the Approved FF&E Expenditures and/or Approved Capital Expenditures which were requested in such FF&E Disbursement Request. Additionally, in the event of an emergency or other unexpected event at the Premises that requires Borrower to make an emergency Capital Expenditure or FF&E Expenditure in order to protect or secure the Premises, property contained therein or the life and safety of Persons at the Premises, or in order to maintain the normal operation of the Premises, Borrower may request a disbursement from the FF&E Reserve Account to pay or reimburse Borrower for such expenditure to the extent of funds on deposit in the FF&E Reserve Account by submitting a FF&E Disbursement Request for same, together with an explanation of the emergency or event, the proposed Capital Expenditure or FF&E Expenditure and such other information Agent reasonably requests; provided, however, that the foregoing shall not include emergencies or other unexpected events that are, or arise from, a Casualty or other insured event (or event that would have been insured if the Insurance Policies were in effect) or a Taking. Borrower shall use disbursements from the FF&E Reserve Account solely for the purpose of pa...
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. 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. Distributions from the FF&E Reserve Account will be made in accordance with Section 2.1(f).
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) On each Payment Date, and in addition to all other amounts then due and owing, Borrower shall deposit into the FF&E Reserve Account the FF&E Reserve Amount for the second (2nd) calendar month immediately prior to such Payment Date (e.g., the payment due on May 1, 2010 shall be the FF&E Reserve Amount for March, 2010). Borrower shall cause all sums on deposit in the FF&E Reserve Account to be deposited into the Lockbox Account upon the demand of Agent at any time that a Cash Sweep Condition exists.
(b) All sums held in the FF&E Reserve Account shall constitute additional security for the Obligations. Borrower hereby grants to Agent and Lenders a security interest in all rights of Borrower in and to the FF&E Reserve Account and all sums on deposit therein as additional security for the Obligations. Agent shall have sole control over the FF&E Reserve Account and neither Borrower nor any other Person other than Agent shall have any right to, and Borrower covenants that they shall not, withdraw any amounts from, the FF&E Reserve Account upon the occurrence and during the continuance of an Event of Default. At all other times, and subject to the other terms and conditions of the Loan Documents, Borrower may withdraw sums from the FF&E Reserve Account to pay FF&E Expenditures. All interest earned on amounts deposited in the FF&E Reserve Account shall be re-deposited therein and become part thereof. No funds in the FF&E Reserve Account may be commingled with any funds of Property Manager or any other Person. Upon the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to the FF&E Reserve Account specified in this Loan Agreement or in any other Loan Document. Neither Agent nor Lenders shall be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to the FF&E Reserve Account as a result of the exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Loan Document. Borrower shall not close or consent to Property Manager’s closing the FF&E Reserve Account without obtaining the prior consent of Agent. Borrower shall maintain the FF&E Reserve Account and shall pay all fees and charges with respect thereto when due. In the event that the Account Agreement applicable to the FF&E Reserve Account is terminated, or the bank or financial institution at which the FF&E Reserve Account is held otherwise no longer ac...
FF&E Reserve Account. Operator shall create a separate book account (such account being herein called the "FF&E Reserve Account") and, for the first Fractional Year and the next two Fiscal Years of operation, shall monthly credit to such account, out of Non-Rooms Revenue, an amount not less than two percent (2%) of Gross Revenues for the preceding Fiscal Month and, for each Fiscal Year and Fractional Year thereafter, an amount not less than four percent (4%) of Gross Revenue for the preceding Fiscal Month, subject to increase or decrease in Operator's discretion based on operating requirements. The FF&E Reserve Account shall be used solely for the Hotel Lot and Commercial Unit and not for the Units, and any amount not expended shall be carried forward to subsequent periods. Operator shall deliver to Owner, within twenty five (25) days after the end of each Quarterly Accounting Period, a summary of the FF&E Reserve Account covering the preceding Quarterly Accounting Period. Notwithstanding the foregoing paragraph, the parties acknowledge that (a) the budget for capital additions and replacements for each Fiscal Year (or Fractional Year) is based on revenue projections made prior to the beginning of the year and actual revenues will be different and (b) that capital additions are made during the year before the actual revenues for the year are known, therefore the amount actually spent or incurred by Operator for capital additions and replacements in and to the Hotel Lot and Commercial Unit shall be deemed to be the amount allocated to the FF&E Reserve Account. Operator may from time to time use the funds in the FF&E Reserve Account for routine capital expenditures as it deems necessary, up to the balance of the FF&E Reserve, for purposes set forth in the current Annual Plan or otherwise approved by Owner and may from time to time sell or dispose of any Furniture, Fixtures and Equipment, including Operating Equipment, which Operator reasonably deems to have become worn out or obsolete; provided that the proceeds of any such sale shall be credited to the FF&E Reserve Account. Even when not included in the Annual Plan or otherwise approved by Owner, Operator may use the funds in the FF&E Reserve to repair or correct any condition on or about the Hotel Lot or Commercial Unit which results from casualty or extraordinary events, constitutes a violation of applicable laws or presents a threat to life or property of Owner, Operator or any guest, employee or invitee on or about the Hotel...
