Common use of FF&E Reserve Account Clause in Contracts

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 paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefrom. (c) Upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit in the FF&E Reserve Account as set forth in Section 8.5 hereof and shall have all other rights and remedies with respect to the FF&E Reserve Account specified in this Loan Agreement and in any other Loan Document, at law and in equity.

FF&E Reserve Account. (a) On To the Closing Dateextent a Leasehold Mortgagee does not require and hold a greater FF&E Reserve, Borrower Tenant shall cause to be deposited all sums in its pre-existing capital reserve or similar account (if any) into an establish a separate interest-bearing account or sub-account at Agent (the “FF&E Reserve Account”). Thereafter) for the hotel and golf villas solely for the purpose of funding the renewal, on each Payment Datereplacement and additions of the furniture, fixtures and equipment (“FF&E”) required for the operation of the Hotel and golf Villas in addition to all other amounts then due accordance with the terms of this Lease from and owing, Borrower shall after the Opening Date thereof. (ia) deposit into To fund the FF&E Reserve Account, in cash or other immediately available fundsTenant shall deposit, within thirty (30) days after the FF&E Reserve Amount for end of each month during the second (2nd) calendar month immediately prior Term of this Lease from and after such Opening Date, an amount equal to the percentage of Gross Revenues of 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 Hotel as set forth in reasonable detail Borrowerthe following schedule: FISCAL YEAR PERCENTAGE OF TOTAL REVENUES 1 1% 2 AND THEREAFTER 2% To the extent Tenant’s calculation of such FF&E Reserve Amount. Interest on operating income would result in an Operating Loss (as defined in Section 2.03) (without regard to the required FF&E Reserve Account shall be deposited therein and become part of the funds therein. (bpayments) From time to time, but no more frequently than once per calendar for any month, Borrower may submit to Agent a FF&E Disbursement Request with respect to FF&E Expenditures and/or Capital Expenditures. So long as Tenant shall, within thirty (30) days after the expenditures that are the subject end of such FF&E Disbursement Request are Approved FF&E Expenditures or Approved Capital Expenditureseach Year, Agent shall disburse to Borrower from the available balance of deposit into the FF&E Reserve Account an amount sufficient to cause the FF&E Reserve Account to be fully funded as so required above. In addition, once the FF&E Reserve Account has accumulated a total 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 5% of the Premisesannual Gross Revenue of the preceding year, Borrower Tenant shall have no more obligation to fund it except as may request a disbursement be required by any Leasehold Mortgagee. (b) Tenant shall make expenditures from the FF&E Reserve Account for the purposes permitted hereunder as is necessary to pay or reimburse Borrower for such expenditure to maintain the extent of funds on deposit Project in accordance with this Lease. All amounts remaining in the FF&E Reserve Account by submitting at the close of each Fiscal year shall be carried forward and retained until full used as herein provided. Within one hundred twenty (120) days after the end of each Fiscal Year, Tenant shall provide Landlord with a FF&E Disbursement Request for same, together with an explanation written statement of the emergency or event, balance in the proposed Capital Expenditure or FF&E Expenditure Reserve Account 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 amount and nature of Tenant’s expenditures from the FF&E Reserve Account solely for since the purpose of paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefromprior statement provided by Tenant. (c) Upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit in the FF&E Reserve Account as set forth in Section 8.5 hereof and shall have all other rights and remedies with respect to the FF&E Reserve Account specified in this Loan Agreement and in any other Loan Document, at law and in equity.

FF&E Reserve Account. (a) On Lender will establish and maintain an Eligible Account (which may be a subaccount of the Closing Date, Borrower shall cause to be deposited all sums Cash Management Account) for the purpose of reserving amounts in its pre-existing capital reserve or similar account (if any) into an interest-bearing account or sub-account at Agent respect of expenditures for FF&E (the “FF&E Reserve Account”). (b) No amounts shall be reserved in the FF&E Reserve Account for so long as the Approved FF&E Account is maintained and funded in an amount equal to the Monthly FF&E Amount. ThereafterIf the Approved Property Manager shall fail to maintain the Approved FF&E Account and fund it in an amount equal to the Monthly FF&E Amount on a monthly basis (any such failure, a “Manager FF&E Reserve Failure”), Lender shall have the right to cause all funds contained in the Approved FF&E Account to be transferred to the FF&E Reserve Account, and Borrower shall thereafter be required to fund the FF&E Reserve Account in accordance with this Agreement. Promptly following the cure of any Manager FF&E Reserve Failure, all amounts contained in the FF&E Reserve Account shall be transferred to the Approved FF&E Account, and the FF&E Reserve Account shall no longer be funded, unless and until, a subsequent Manager FF&E Reserve Failure shall occur and be continuing. (c) During an FF&E Reserve Period, 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 there 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 into the FF&E Reserve Account an amount equal to the Monthly FF&E Amount (and no further amounts shall be required to be deposited in the Approved FF&E Expenditures and/or Account). (d) 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 the extent of funds contained therein, to reimburse Borrower for expenditures in respect of FF&E that are consistent with the Approved Capital Expenditures Annual Budget; provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which were such disbursements are requested in are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such FF&E Disbursement Request. Additionally, in costs have been previously paid by Borrower or will be paid from 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 proceeds of the Premisesrequested 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, Borrower may request (2) a disbursement 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 amount shall be disbursed from the FF&E Reserve Account to pay or reimburse Borrower for such expenditure to the extent payment of funds on deposit expenditures other than expenditures in respect of FF&E (for the FF&E Reserve Account by submitting a FF&E Disbursement Request for sameavoidance of doubt, together with an explanation of expenditures under the emergency or event, the proposed Capital Expenditure or FF&E Expenditure and such other information Agent reasonably requests; provided, however, that the foregoing Plan 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 constitute expenditures in effect) or a Taking. Borrower shall use disbursements from the FF&E Reserve Account solely for the purpose respect of paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefromFF&E). (c) Upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit in the FF&E Reserve Account as set forth in Section 8.5 hereof and shall have all other rights and remedies with respect to the FF&E Reserve Account specified in this Loan Agreement and in any other Loan Document, at law and in equity.

FF&E Reserve Account. (a) On Borrower shall, on the Closing Effective Date, establish and maintain a segregated account of Borrower shall cause to be deposited all sums in its pre-existing capital reserve or similar with the Reserve Account Bank, which account (if any) into an interest-bearing account or sub-account at Agent (the “"FF&E Reserve Account”). Thereafter, on each Payment Date") shall be subject to an Account Control Agreement, 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 fundswithin 45 days after the last day of each Fiscal Quarter, 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 Required 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 Percentage of the PremisesGross Revenues from the Opryland Hotel Florida for such Fiscal Quarter, Borrower may request a disbursement from and shall insure that the total deposits into the FF&E Reserve Account to pay or reimburse Borrower for each calendar year are not less than the Required FF&E Percentage of the Gross Revenues from the Opryland Hotel Florida for such expenditure calendar year. Borrower shall invest all funds from time to the extent of funds time on deposit in the FF&E Reserve Account by submitting a solely in Cash Equivalent Investments. (b) Borrower shall be permitted to request funds from the FF&E Disbursement Request for same, together with an explanation of Reserve Account (the emergency or eventamount on deposit therein from time to time, the proposed Capital Expenditure or "FF&E Expenditure and such other information Agent reasonably requests; providedReserve") from time to time as necessary, howeverbut no more often than once in any calendar month, that to pay for Permitted FF&E Expenditures as 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 same are incurred in accordance with the Insurance Policies were in effect) or a Taking. Borrower shall use procedures for disbursements from the FF&E Reserve Account solely set forth in Section 4.3 hereof. Simultaneously with each withdrawal, Borrower shall furnish or cause to be furnished to Administrative Agent a complete statement and accounting of any use or disbursement of funds in the FF&E Reserve Account, identifying the purpose, amount and type of each expenditure and accompanied by copies of all bank statements with respect to the FF&E Reserve Account not previously delivered to the Administrative Agent, all certified by an Authorized Officer and by any Property Manager for the purpose of paying those amounts specified in each FF&E Disbursement Request Opryland Hotel Florida. (c) If a Default or reimbursing Unmatured Default has occurred and is continuing, Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation right to make request the withdrawal of any disbursement funds from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute , and if a representation that no Default or Event of Default has occurred and/or and is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefrom. (c) Upon continuing, the occurrence and during the continuance of an Event of Default, Administrative Agent may apply any or direct the Reserve Account Bank to apply all funds then on deposit in the FF&E Reserve Account to the Secured Obligations in accordance with the provisions of Section 8.1. (d) As soon as set forth available and in Section 8.5 hereof any event within 45 days after the close of each Fiscal Quarter and 90 days after the close of each Fiscal Year, Borrower and Parent Guarantor shall have furnish or cause to be furnished to the Administrative Agent a statement showing Borrower's calculations (and supporting information) of amounts then required to be maintained in the FF&E Reserve Account and all other rights disbursements therefrom (identifying the purpose, amount and remedies type of each expenditure), accompanied by copies of all bank statements with respect to the FF&E Reserve Account specified in this Loan Agreement received to date and in any other Loan Documentnot previously delivered to the Administrative Agent, at law and in equityall certified by an Authorized Officer.

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 an account or sub-account at Agent (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 May 1, 2008 shall be the FF&E Reserve Amount for the preceding JanuaryMarch, 2008) 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 Property Owner 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 Property Owner 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 distribute to Property Owner and cause Property Owner to use disbursements from the FF&E Reserve Account solely for the purpose of paying only those amounts specified in each FF&E Disbursement Request or reimbursing Borrower Property Owner for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefrom. Upon payment of the Obligations in full, Agent shall return the sums on deposit in the FF&E Reserve Account, if any, to Borrower. (c) Upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit in the FF&E Reserve Account as set forth in Section 8.5 hereof and shall have all other rights and remedies with respect to the FF&E Reserve Account specified in this Loan Agreement and in any other Loan Document, at law and in equity.

FF&E Reserve Account. (a1) On Borrower shall establish and thereafter maintain with the Deposit Account Bank an account (the "FF&E Reserve Account") which shall be an Eligible -------------------- Account in the name of Lender as secured party and under the sole dominion and control of Lender and into which Borrower shall (A) deposit on the Closing Date, Borrower shall cause from the proceeds of the Loan or otherwise, an amount equal to be deposited all sums the initial FF&E Required Reserve Amount and (B) maintain thereafter, an amount equal to the applicable FF&E Required Reserve Amount 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”each case as determined in accordance with Section 6.5(b). Thereafter, In no event shall the amount on each Payment Date, and deposit 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 less than the then applicable FF&E Required Reserve Amount at any time during the term of the funds thereinLoan. (b2) From time to time, but no more frequently than once per calendar monthThe FF&E Required Reserve Amount shall be reset on each Reference Date. Beginning on each Reference Date, Borrower may submit shall, to Agent a the extent the amount on deposit in the FF&E Disbursement Request with respect to Reserve Account is less than the then applicable 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 ExpendituresRequired Reserve Amount, Agent shall disburse to Borrower from the available balance of deposit into the FF&E Reserve Account an amount equal to the Approved positive difference between the then applicable 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 Required Reserve Amount 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 Required Reserve Account to pay or reimburse Borrower for such expenditure Amount relating to the prior Reference Date. To the extent of funds the amount on deposit in the FF&E Reserve Account exceeds the then applicable FF&E Required Reserve Amount, such excess shall be advanced to Borrower to pay the costs of FF&E Expenditures for the subsequent Quarterly Period, upon delivery by submitting a Borrower to Lender of an Officer's Certificate certifying as to the amount of FF&E Disbursement Request for sameExpenditures (with, together with an explanation upon Lender's request, copies of invoices and receipts attached to such certification) actually paid during the emergency or event, the proposed Capital Expenditure or FF&E Expenditure previous Quarterly Period 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 FF&E Items and Work (or event that would defined below) for which prior Quarterly FF&E Shortfall Amounts have been insured if the Insurance Policies were in effect) or a Taking. Borrower shall use disbursements from deposited into the FF&E Reserve Account solely for has been completed or can be completed with the purpose funds (not inclusive of paying those amounts specified the then applicable FF&E Required Reserve Amount) which remain in the FF&E Reserve Account. (i) During each Quarterly Period, Borrower shall be required to (i) make FF&E Disbursement Request Expenditures in respect of the items and work (the "FF&E Items and Work") generally described in the Annual Budget ------------------- applicable to the calendar year containing such Quarterly Period in an amount at least equal to the then applicable Quarterly FF&E Reserve Amount less the FF&E Credit Xxxxxx, if any, and (ii) deliver an Officer's Certificate to Lender no later than the last day of such Quarterly Period certifying as to (a) the amount of FF&E Expenditures (with copies of invoices and receipts, with respect to invoices in excess of $25,000 from any single contractor or reimbursing trade, attached to such certification) actually paid during such Quarterly Period and (b) the amount of any Quarterly FF&E Credit Amount or any Quarterly FF&E Shortfall Amount, as applicable, relating to such Quarterly Period. (ii) To the extent there is a Quarterly FF&E Shortfall Amount with respect to a Quarterly Period, then, beginning on the Payment Date immediately following such Quarterly Period, Borrower for shall deposit into the FF&E Reserve Account an amount equal to such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent Quarterly FF&E Shortfall Amount. (iii) Borrower shall have no obligation right to make any disbursement withdrawals from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefrom. (c) Upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit Funds in the FF&E Reserve Account as shall not be commingled with any other monies at any time. (4) Borrower hereby agrees that the items and work described on Schedule 5 attached hereto shall be completed within the time periods set forth in Section 8.5 hereof and shall have all other rights and remedies with respect to on such schedule as part of the FF&E Reserve Account specified in this Loan Agreement Items and in any other Loan Document, at law and in equityWork for such time periods.

FF&E Reserve Account. (a) On or prior to the Closing Date, Borrower shall cause to be deposited all sums establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in its pre-existing capital reserve or similar account (if any) into an interest-bearing account or sub-account at Agent respect of FF&E expenditures (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 On each Payment Date there shall disburse to Borrower from the available balance of be deposited into the FF&E Reserve Account an amount equal to the Approved Monthly 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 paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefromAmount. (c) Upon the occurrence and during the continuance request of an Borrower at any time that no Event of DefaultDefault is continuing (but not more often than once per calendar month), Agent 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 apply condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any funds on deposit 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 as set forth shall be used to pay expenses in respect of the Capital Plan unless and until Borrower shall first have fulfilled its obligation under Section 8.5 hereof and 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 all 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 contained in the Borrower FF&E Account on the last day of such Fiscal Quarter and, upon Lender’s request, further certifying that; (1) no amount has been remitted from the Borrower FF&E Account for any purpose other rights than the payment of FF&E expenditures pursuant to the Approved Annual Budget and remedies with respect to (2) no amounts reserved in the FF&E Reserve Account specified have been used to pay expenses in this Loan respect of the Capital Plan unless Borrower shall have fulfilled its obligation under Section 5.07(e) of the Approved Management Agreement and to fund the first $5,500,000 in any other Loan Document, at law and Capital Plan expenses. Upon the occurrence of a Trigger Period or an Event of Default all amounts contained in equitythe Borrower FF&E Account shall be remitted into the FF&E Reserve Account.

FF&E Reserve Account. (a) On or prior to the Closing Date, Borrower shall cause to be deposited all sums establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in its pre-existing capital reserve or similar account (if any) into an interest-bearing account or sub-account at Agent respect of FF&E expenditures (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 On each Payment Date there shall disburse to Borrower from the available balance of be deposited into the FF&E Reserve Account an amount equal to the Approved Monthly 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 paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefromAmount. (c) Upon the occurrence and during the continuance request of an Borrower at any time that no Event of DefaultDefault is continuing (but not more often than once per calendar month), Agent may apply any funds on deposit in Lender shall cause disbursements to Borrower from the FF&E Reserve Account as set forth 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; and (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 8.5 hereof for the expenses to which specific draws made hereunder relate, (2) a reasonably satisfactory site inspection, and shall have all other rights (3) receipt of lien releases and remedies waivers from any contractors, subcontractors and others with respect to such amounts. (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 “Qualified FF&E Account”) owned by Borrower but subject to a Qualified FF&E Account Control Agreement, into which Borrower shall deposit, or cause to be deposited, 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 contained in the Qualified FF&E Account on the last day of such Fiscal Quarter and, upon Lender’s request, further certifying that; no amount has been remitted from the Qualified FF&E Account for any purpose other than the payment of FF&E expenditures pursuant to the Approved Annual Budget. Upon the occurrence of a Trigger Period or an Event of Default all amounts contained in the Qualified FF&E Account shall be remitted into the FF&E Reserve Account specified in this Loan Agreement and in any other Loan Document, at law and in equityAccount.

FF&E Reserve Account. (a) On If, during any calendar month, Borrower does not actually expend any amounts set forth in the Closing DateAnnual Budget for capital expenditures relating to FF&E, 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 deposit such budgeted amounts then due and owing, Borrower shall (i) deposit into the FF&E Reserve Account. In addition to the foregoing, on each Payment Date from and after the Payment Date occurring in cash December, 2005, the Borrower shall deposit or other immediately available funds, monies shall be transferred in accordance with Section 9.4 hereof from the Deposit Account into the FF&E Reserve Amount for Account in an amount equal to the second aggregate of (2ndi) calendar month immediately prior to such Payment Date (e.g., the payment due on March 1, shall be the Monthly 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 any Monthly FF&E Reserve Amount. Interest on Amount (or portion thereof) from a prior Payment Date that was not deposited in the FF&E Reserve Account shall be deposited therein and become part of Account, if any. In addition, on the funds therein. (b) From time to timePayment Date occurring in December, but no more frequently than once per calendar month2005, 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 deposit into the FF&E Reserve Account an amount equal to the Approved amount by which the Unreserved FF&E Expenditures and/or Approved Capital Expenditures which were requested in such FF&E Disbursement Request. AdditionallyAmount exceeds the aggregate of (i) the amount, if any, on deposit in the event of an emergency FF&E Reserve Account and (ii) the amount expended by Borrower on or other unexpected event before such date for capital expenditures relating to FF&E at the Premises Property (the “FF&E Adjustment Amount”); it being agreed that requires the amount claimed to have been so spent by Borrower shall be documented by Borrower and subject to make an emergency Capital Expenditure or FF&E Expenditure in order to protect or secure the Premisesreasonable approval of Lender. Upon the request of Borrower, property contained therein or Lender will, within five (5) Business Days after the life receipt of such request and safety of Persons at the Premises, or in order to maintain the normal operation satisfaction of the Premisesother conditions set forth in this Section, cause disbursements to Borrower may request a disbursement from the FF&E Reserve Account to pay or to reimburse Borrower for such expenditure actual costs incurred in connection with capital expenditures relating to FF&E at the Property (to the extent of funds on deposit in such expenditures are permitted hereunder and under the FF&E Reserve Account by submitting a FF&E Disbursement Request for sameProperty Management Agreement, together with an explanation of the emergency or eventif applicable), the proposed Capital Expenditure or FF&E Expenditure and such other information Agent reasonably requests; provided, however, provided that (A) Lender has received invoices evidencing that the foregoing shall not include emergencies 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) Borrower has applied any amounts previously received by them in accordance with this Section 9.2.8 for the expenses to which specific draws made hereunder relate and received any Lien waivers or other unexpected events that are, or arise from, a Casualty or other insured event (or event that releases which 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 paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not customarily be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefrom. (c) Upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit in the FF&E Reserve Account as set forth in Section 8.5 hereof and shall have all other rights and remedies obtained with respect to the work in question, (C) if applicable, the Property Manager has theretofore disbursed for capital expenditures relating to FF&E Reserve Account specified at the Property all amounts it originally reserved for FF&E replacements under the applicable Property Management Agreement (or otherwise withheld from disbursement to the Borrower) for such purpose pursuant to the Property Management Agreement; and (D) Lender has received an Officer’s Certificate confirming that the conditions in this Loan Agreement the foregoing clauses (A) through (C) have been satisfied and in any other Loan Documentthat the copies of invoices and evidence of Lien waivers (to the extent required above) attached to such Officer’s Certificate are true, at law complete and in equitycorrect.

FF&E Reserve Account. (a) On or prior to the Closing Date, Borrower shall cause to be deposited all sums establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in its pre-existing capital reserve or similar account (if any) into an interest-bearing account or sub-account at Agent respect of FF&E expenditures (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 On each Payment Date there shall disburse to Borrower from the available balance of be deposited into the FF&E Reserve Account an amount equal to the Approved Monthly 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 paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefromAmount. (c) Upon the occurrence and during the continuance request of an Borrower at any time that no Event of DefaultDefault is continuing (but not more often than once per calendar month), Agent 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 and purchase orders evidencing that the costs for which such disbursements are requested are due and payable or are required as a deposit; (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 apply condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any funds on deposit 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 as set forth shall be used to pay expenses in Section 8.5 hereof and shall have all other rights and remedies with respect to of the Capital Plan. (d) Notwithstanding the foregoing, the FF&E Reserve Account specified shall not be funded pursuant to 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 or greater than 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 contained in this the Borrower FF&E Account on the last day of such Fiscal Quarter (and that such amount complies with the requirements of the Loan Agreement Documents) and, upon Lender’s request, further certifying that (1) no amount has been remitted from the Borrower FF&E Account for any purpose other than the payment of FF&E expenditures pursuant to the Approved Annual Budget and (2) no amounts reserved in any the FF&E Reserve Account have been used to pay expenses in respect of the Capital Plan other Loan Document, at law than expenses payable in connection with the Energy Efficiency Plan and expenses set forth on Schedule F-5 (each of which may be paid from amounts reserved in equitythe FF&E Reserve Account). Upon the occurrence of a Trigger Period or an Event of Default all amounts contained in the Borrower FF&E Account shall be remitted into the FF&E Reserve Account.

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 (which may be a subaccount of the Cash Management Account maintained on a ledger basis) for the purpose of reserving amounts in respect of FF&E (the “FF&E Reserve Account”). (b) 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, Account 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 Upfront Reserve Amount. Interest on On each Payment Date, Administrative Agent, at the direction of the Required Lenders given at least two Business Days prior to each such Payment Date, shall deposit into the FF&E Reserve Account shall be deposited therein and become part of from amounts on deposit in 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 Cash Management Account an amount equal to the Approved Monthly FF&E Expenditures and/or Approved Capital Expenditures which were requested in such FF&E Disbursement RequestReserve Amount. Additionally, in In the event of an emergency that any Property is released pursuant to Section 2.2, Section 2.4 or other unexpected event at the Premises that requires Borrower Section 7.1(n) subsequent 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 a determination of the Premises, Borrower may request a disbursement from the Monthly FF&E Reserve Account to pay or reimburse Borrower for such expenditure to Amount, the extent of funds on deposit in the Monthly FF&E Reserve Account by submitting a FF&E Disbursement Request for same, together Amount shall be appropriately adjusted in accordance 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 paying those amounts specified in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing or a waiver of any Default or Event of Default or any right or remedy resulting therefromdefinition thereof. (c) Upon the occurrence and during the continuance request of an Borrower at any time that no Event of DefaultDefault is continuing (but not more often than once per calendar month), Administrative Agent may apply any funds on deposit in shall, at the direction of the Required Lenders, cause disbursements to Borrower from the FF&E Reserve Account in order for Borrower to pay, or to reimburse Borrower for, the cost of FF&E; provided that: (i) Borrower shall deliver to Administrative Agent invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Administrative Agent 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, as of the date of such Officer’s Certificate, no Event of Default has occurred and is ongoing and that all conditions set forth in this Section 8.5 hereof 3.6(c) (other than the condition set forth in clause (iii) below) have been satisfied; and (iii) Administrative Agent may condition the making of a requested disbursement on 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. Any such reimbursement shall be made within 10 Business Days after Borrower has made a request therefor and shall have all other rights and remedies with respect has satisfied each of the conditions to the FF&E Reserve Account specified such reimbursement set forth in this Loan Agreement and in any other Loan Document, at law and in equitySection 3.6.

FF&E Reserve Account. (a) On Commencing on the Closing DateDate and on each Payment Date thereafter, Borrower or Hotel Lessee shall cause deposit with Administrative Agent the applicable percentage of Revenues for each applicable period as set forth in the Hotel Management Agreement, which such amounts will be held in an Eligible Account established by Administrative Agent for the benefit of the Lenders from time 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 time (the “FF&E Reserve Account”). ThereafterAmounts so deposited with Administrative Agent shall be disbursed (if at all) as provided in Section 17.3(b) below only for the payment of Approved FF&E Expenditures. Notwithstanding the foregoing, on each Payment Date, during such period as the Management Condition is satisfied with respect to the Hotel Unit and in addition Hotel Manager is collecting reserves for the payment of Approved FF&E Expenditures pursuant to all other amounts then due and owing, Borrower shall (i) deposit into the FF&E Reserve Account, in cash or other immediately available fundsHotel Management Agreement, the FF&E Reserve Amount requirement for the second (2nd) calendar month immediately prior Borrower or Hotel Lessee 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 make deposits 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 waived. Notwithstanding the foregoing, but subject to and become part in accordance with the terms of Section 17.6, (i) Interest/OpEx Advances from the Interest/OpEx Allocation shall first be used to make any required deposits in the FF&E Reserve Account, (ii) then amounts available in Excess Cash Flow Reserve Account for shall be utilized to make any required deposits in the FF&E Reserve Account, and (iii) then, to the extent such funds thereinare insufficient, Borrower or Hotel Lessee shall make such deposits from its own funds. (b) From time During any period in which Borrower or Hotel Lessee is required to time, but no more frequently than once per calendar month, Borrower may submit make deposits 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 pursuant to the Approved FF&E Expenditures and/or Approved Capital Expenditures which were requested in such FF&E Disbursement Request. AdditionallySection 17.3(a) above, 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 Administrative Agent shall disburse funds from the FF&E Reserve Account for the payment of Approved FF&E Expenditures, but not more frequently than once in any thirty (30) day period, upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a written request for payment to pay or reimburse Borrower for such expenditure Administrative Agent (together with evidence reasonably required by Administrative to evidence satisfaction of the conditions set forth in this Section 17.3(b)) at least ten (10) Business Days prior to the extent date on which Borrower requests such payment be made; (ii) on the date such request is received by Administrative Agent and on the date such payment is to be made, no Event of funds on deposit Default exists; (iii) Administrative Agent shall have received an Officer’s Certificate with all blanks completed and applicable attachments included; (iv) Borrower shall have delivered to Administrative Agent copies of all applicable bills, invoices, receipts and other documentation required by Administrative Agent with respect to Approved FF&E Expenditures for which the disbursement is sought; and (v) at Administrative Agent’s option, Borrower shall furnish Administrative Agent with a title search indicating that the Property is free from all Liens, claims and other encumbrances other than Permitted Encumbrances and other exceptions to title specifically set forth 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 Title Insurance Policy. Administrative 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 be required to make disbursements from the FF&E Reserve Account solely for the purpose of paying those amounts specified unless such requested disbursement is in each FF&E Disbursement Request or reimbursing Borrower for such amounts. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have no obligation to make any disbursement from the FF&E Reserve Account. Agent’s concurrence with any FF&E Disbursement Request shall not be deemed to constitute a representation that no Default or Event of Default has occurred and/or is continuing amount greater than $10,000 (or a waiver of any Default or Event of Default or any right or remedy resulting therefrom. (c) Upon lesser amount if the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit total amount in the FF&E Reserve Account as set forth is less than $10,000, in Section 8.5 hereof and which case only one disbursement of the amount remaining in the account shall have all other rights and remedies with respect to be made). Any amount remaining in the FF&E Reserve Account specified after the Debt has been paid in this full shall be returned to Borrower (provided, however, if at such time Administrative Agent has received written notice that a Mezzanine Loan Agreement Event of Default then exists, such funds shall instead be deemed distributed to Borrower and in any other Loan Document, at law and in equityshall be paid to Mezzanine Administrative Agent).