Common use of Release of Capital Expenditure Funds Clause in Contracts

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii) all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (ciii) for any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars ($25,000), Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and and, (iii3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii) all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and and, (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for Approved Capital Expenditures, (ii) such disbursement is for an Approved Capital Expenditureaggregate amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (biii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that the items to be funded by the requested disbursement aggregates to an amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (3) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii4) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (civ) for any individual expenditure greater than Twenty Five Thousand and No/100 Dollars ($25,000), Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit. Provided no Default or Event of Default exists, the Capital Expenditure Funds reserved for any Property will be released upon a permitted sale and release of such Property in accordance with the terms hereof or upon the Substitution of the Property in accordance with Section 2.4.3(a) or Section 2.11.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender Agent shall disburse or cause to be disbursed Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount to reimburse Account for payment for, or for reimbursement of Borrower for its advance of, Capital Expenditures actually paid for Expenditures, within ten (10) days after the delivery by BorrowerBorrower to Agent of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded or reimbursed by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded or reimbursed by the requested disbursement have been completed or completed to the extent of the requested disbursement (other than with respect to deposits necessary or required as a down-payment to initiate an Approved Capital Expenditure), in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded or reimbursed from the disbursement in question have not been the subject of a previous disbursement, (4) stating that all previous disbursements of Capital Expenditure Funds have been used to pay or reimburse the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness or other requested disbursements then pending) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures to be funded or reimbursed from such disbursement and not previously delivered to Agent, (C) if the amount of such Approved Capital Expenditures to be funded exceeds $100,000 in the aggregate, copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Agent, (D) if the cost of such Approved Capital Expenditures to be funded exceeds $100,000 in the aggregate, at Agent’s option, a title search for the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Agent, and (E) such other evidence as Agent shall reasonably request to demonstrate that the Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $50,000 or more, Agent shall have (if it desires) verified (by an inspection conducted at Borrower’s expense to the extent of Agent’s out-of-pocket costs and expenses of conducting such inspection) performance of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, work associated with all applicable Legal Requirements and the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by LenderExpenditure. For the avoidance of doubt, Borrower Any such inspection shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security depositconducted in accordance with Section 4.10.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for Approved Capital Expenditures, (ii) such disbursement is for an Approved Capital Expenditureaggregate amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (biii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that the items to be funded by the requested disbursement aggregates to an amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (3) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii4) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (civ) for any individual expenditure greater than Twenty Five Thousand and No/100 Dollars ($25,000), Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to (i) the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security depositdeposit or (ii) the Restoration of damage arising from Hurricane Xxxx. Provided no Default or Event of Default exists, the Capital Expenditure Funds reserved for any Property will be released upon a permitted sale and release of such Property in accordance with the terms hereof or upon the Substitution of the Property in accordance with Section 2.4.3(a) or Section 2.11.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, (4) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (5) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and from any Account or included in any previous disbursement of Operating Expenses or Capital Expenditures, (c6) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full other than any applicable retention amount, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, a title search for expenses related the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $100,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositexpense) performance of the work associated with such Approved Capital Expenditure. Notwithstanding the foregoing or anything to the contrary set forth herein, Capital Expenditures Funds shall not be disbursed to Borrower with respect to any Scheduled Capital Expenditures without the prior written approval of Lender in its sole and absolute discretion.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least thirty (30) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers, conditional lien waivers or other evidence of payment satisfactory to Lender, and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) or will be paid for any individual expenditure greater than $25,000, Borrower has delivered in full upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 7.3 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditure Work; or repair (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed Fifty Thousand and No/100 Dollars ($50,000), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (e) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower shall cause all contractors, subcontractors and materialmen to cooperate with Lender and its agents and representatives or such other Persons described above in connection with the inspections, if any, required by Lender in accordance with this Section 7.3.2. (f) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be constructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (g) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property, the REA, the TIF Agreement, the CRA Agreement and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters). (h) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided builder’s risk insurance, workers’ compensation insurance, public liability insurance and other insurance to the extent that Borrower has been required by the applicable Legal Requirements in connection with any Capital Expenditure Work. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with a non-contributing mortgagee clause (or will its equivalent) making loss thereunder payable to Lender and its successors and/or assigns shall be entitled so endorsed. At Lender’s request, certified copies of such policies shall be delivered to reimbursement for such Lender. (i) All reasonable costs and expenses from a Tenant’s security depositincurred by Lender in connection with holding and disbursing the Capital Expenditure Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be paid by Borrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least thirty (30) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) or will be paid for any individual expenditure greater than $25,000, Borrower has delivered in full upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 6.4 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditure Work; or repair (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed Fifty Thousand and No/100 Dollars ($50,000), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (e) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower shall cause all contractors, subcontractors and materialmen to cooperate with Lender and its agents and representatives or such other Persons described above in connection with the inspections, if any, required by Lender in accordance with this Section 6.4.2. (f) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be constructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (g) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters). (h) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided builder’s risk insurance, workers’ compensation insurance, public liability insurance and other insurance to the extent that Borrower required by the applicable Legal Requirements in connection with any Capital Expenditure Work. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with a non-contributing mortgagee clause (or its equivalent) making loss thereunder payable to Lender and its successors and/or assigns shall be so endorsed. At Lender’s request, certified copies of such policies shall be delivered to Lender. (i) Any Capital Expenditure Funds remaining after the Debt has been or will paid in full shall be entitled returned to reimbursement for such Borrower. (j) All reasonable costs and expenses from a Tenant’s security depositincurred by Lender in connection with holding and disbursing the Capital Expenditure Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be paid by Borrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuingshall exist and remain uncured, Lender shall disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within five (5) Business Days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one (1) disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, (3) stating that the Renovation Standards and (iii) the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower disbursement, and (c4) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay previously identified Capital Expenditures, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditure, if any, and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (D) for expenses related disbursements in the amount of $1,000,000 or more, at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not permitted hereunder or under the other Loan Documents, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $1,000,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositreasonable out-of-pocket expense) performance of the work associated with such Capital Expenditure. Any Capital Expenditure Funds remaining in the Capital Expenditure Account after the Obligations have been paid in full or at such time as there is no Trigger Period continuing shall be returned, within five (5) Business Days, to Borrower (or, at Borrower’s request, credited against the payoff amount of the outstanding Obligations on the payoff statement).

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall direct Agent to disburse the Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount to reimburse Account upon satisfaction by Borrower for Capital Expenditures actually paid for by Borrower, provided thatof each of the following conditions: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the Borrower shall submit a request for disbursement payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid (and Lender shall process any such request within said ten (10) day period), (iii) on the date such request is accompanied received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iv) Lender shall have received (1) an Officer’s 's Certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the disbursement requested disbursement, (D) stating that each such Person has been paid in question have full or will be paid in full upon such disbursement, (E) stating that the same has not been the subject of a previous disbursement, (F) stating that all previous disbursements have been used to pay the previously identified Approved Capital Expenses and (G) stating that all outstanding trade payables (other than those to be paid from the requested disbursement and or those constituting Permitted Indebtedness) have been paid for in full, (2) a copy of any license, permit or other approval required by Borrower and any Governmental Authority in connection with the Approved Capital Expenditures, (c3) for lien waivers (with respect to any individual expenditure payment to in excess of $25,000), Borrower's cancelled check or other evidence of payment satisfactory to Lender, (4) at Lender's option in connection with a disbursement which is greater than $25,00050,000, Borrower has delivered to a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender copies of any invoicesand (5) such other evidence as Lender shall March 31, bills or statements related to such 2003 reasonably request that the Approved Capital Expenditures that at the Property to be funded by the requested disbursement have been completed and are requested by Lenderpaid for or will be paid upon such disbursement to Borrower. For the avoidance of doubt, Borrower Lender shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds for expenses related is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). If Borrower is not required to make deposits into the Capital Expenditure Account in accordance with Section 6.5.1, Lender, provided that no Event of Default shall exist and remain uncured, shall direct Agent to disburse any remaining Capital Expenditure Funds to Borrower out of the Capital Expenditure Account within ten (10) days of Borrower's request therefor. (b) Notwithstanding anything to the refurbishment or repair contrary set forth in paragraph (a) above, if (i) the Capital Expenditure exceeds $25,000, (ii) the contractor performing such capital improvement requires periodic payments pursuant to terms of a written contract, and (iii) Lender has approved in writing in advance such periodic payments, a request for reimbursement from the Capital Expenditure Account may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (C) all other disbursement conditions set forth in this paragraph (a) above have been satisfied, (D) funds remaining in the Capital Expenditure Account are, in Lender's judgment, sufficient to complete such capital improvement and all other capital improvements when required, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. (c) Nothing in this Section 6.5.2 shall (i) make Lender responsible for making or completing any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the extent Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with any Capital Expenditures Work; or (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender's agents and representatives (including Lender's engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other Persons described above in connection with inspections described in this Section 6.5.2(d). (e) If a disbursement will exceed $250,000, Lender may require an inspection of the Property at Borrower's expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that Borrower has been or will such inspection be entitled conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to reimbursement for such expenses from a Tenant’s security deposit.Lender prior to the disbursement of March 31, 2003

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least thirty (30) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) or will be paid for any individual expenditure greater than $25,000, Borrower has delivered in full upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 6.4 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditure Work; or repair (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed Twenty Five Thousand and No/100 Dollars ($25,000), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (e) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the extent that Borrower has been or will be entitled rights of Tenants under their Leases) to reimbursement for inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such expenses from a Tenant’s security deposit.Capital

Release of Capital Expenditure Funds. Provided no Event of Default has occurred and is continuing, Lender shall disburse disburse, no more frequently than once per month, Capital Expenditure Funds out of the Capital Expenditure Subaccount Account, to reimburse Borrower for Capital Expenditures actually paid for by BorrowerXxxxxxxx, provided thatsubject to the satisfaction of the following conditions: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is received at least ten (10) Business Days prior to reimbursement and is accompanied by an Officer’s Certificate from of Borrower stating that (i1) the items to be funded by the requested disbursement are Approved Capital Expenditures, and were paid by Xxxxxxxx and a description thereofthereof (which without limitation, shall be deemed satisfied by delivery of either of the following: (i) a property address or identifier, the amount of the Approved Capital Expenditure and the general type of Capital Expenditure (such as “renovation” or “repair”); or (ii) an entry on an account payable or work order report showing the amounts due and the payee), (ii2) all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii3) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and from Capital Expenditure Funds; (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender; (iv) the total disbursement request equals or exceeds $50,000; and (v) Borrower has delivered to Lender all other information that is reasonably requested by Xxxxxx as evidence of completion of the Approved Capital Expenditure. For If at the avoidance time of doubtXxxxxxxx’s request for disbursement the Capital Expenditure Funds are insufficient to reimburse Borrower for the full amount of paid Capital Expenditures, Xxxxxx shall reimburse Borrower only up to the amount of Capital Expenditure Funds then available in the Capital Expenditure Account, subject to the Minimum Disbursement Amount. Borrower shall not be entitled to receive a distribution release of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be is entitled to reimbursement for such expenses from a Tenant’s security depositdeposit (unless Borrower, in accordance with Xxxxxxxx’s or Property Manager’s guidelines does not, or is unable to, recover such amounts from a Tenant). If the amount of the Capital Expenditure Funds exceeds the amount required to be deposited in the Capital Expenditure Account pursuant to Section 6.4.1, Lender shall return any excess to Borrower. Provided no Event of Default has occurred and is continuing and subject to Borrower providing written notice of the funds to be released, the Capital Expenditure Funds reserved for any Property will be released within ten (10) Business Days after the occurrence of a permitted sale and release of such Property in accordance with the terms hereof.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures Work. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures Work to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: have received a certificate from (aA) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofExpenditures Work, (iiB) stating that all Approved Capital Expenditures Work at the Property to be funded by the requested disbursement have been completed (or completed performed to the extent of the requested disbursement) date in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and (iii) the Approved Capital Expenditures Work, (C) identifying each Person that supplied materials or labor in connection with the Capital Expenditures Work to be funded by the requested disbursement, and (D) stating that each such Person has been paid amounts then due or will be paid such amount upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Lender, (iv) at Lender’s option, a title search for the Individual Property at which such Capital Expenditures Work are being performed indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) intentionally omitted, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the portion of the Capital Expenditures Work at the Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been performed to date and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine (if applicable) all plans and shop drawings relating to such Capital Expenditures Work. Prior to the occurrence of an Event of Default, such entry and inspection shall be conducted in a manner that minimizes any interference with Borrower’s business or the use and enjoyment of the Property by Borrower, Borrower’s tenants and Borrower’s tenants’ customers and guests. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a disbursement with respect to any Individual Property will exceed fifteen percent (15%) of the Allocated Loan Amount for such Individual Property, Lender may require an inspection of such Individual Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in connection therewith. Such entry and inspection shall be conducted in a manner that minimizes any interference with Borrower’s business or the use and enjoyment of the affected Individual Property by Borrower, Borrower’s tenants and Borrower’s tenants’ customers and guests. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect, engineer or consultant reasonably acceptable to Lender prior to the disbursement of such Capital Expenditure Funds. Borrower shall pay the reasonable out-of-pocket expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect, engineer or consultant. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that required under applicable law in connection with Capital Expenditures Work. All such policies shall be in form and amount reasonably satisfactory to Lender. (g) In the event Lender releases an Individual Property (or assigns the Mortgage encumbering such Individual Property) as a result of the exercise of Borrower’s rights under Section 2.4, Section 2.5 or Section 11.29 hereof, Lender shall direct Agent, and Agent shall, promptly following the release of the Lien of the Mortgage (or the assignment of the Mortgage) with respect to such Individual Property, deliver, or cause the delivery, to Borrower has been or will from the Capital Expenditure Funds an amount equal to the Capital Expenditure Funds on deposit which are in excess of the Capital Expenditure Maximum Amount (as reduced due to such release), and the amount required to be entitled deposited pursuant to reimbursement for Section 6.4.1 shall be reduced proportionately to reflect the reduced cubic footage of such expenses from a Tenant’s security depositreleased Individual Property.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender not more frequently than once per quarter, Administrative Agent shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for Approved Capital Expenditures, (ii) such disbursement is for an Approved Capital Expenditureaggregate amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (biii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that the items to be funded by the requested disbursement aggregates to an amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (3) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii4) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (civ) for any individual expenditure greater than Twenty Five Thousand and No/100 Dollars ($25,000), Borrower has delivered to Lender Administrative Agent copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by LenderAdministrative Agent. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit. Provided no Default or Event of Default exists, the Capital Expenditure Funds reserved for any Property will be released upon a permitted sale and release of such Property in accordance with the terms hereof on a pro rata basis in an amount equal to (i) the amount of Capital Expenditure Funds then held in the Capital Expenditures Account, times (ii) a ratio determined by dividing (x) the aggregate Allocated Loan Amount of such Property by (y) the Outstanding Principal Balance, except that no Capital Expenditure Funds shall be released in connection with any Substitution.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing(a) Lender shall, Lender or shall direct Servicer to, disburse the Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, Account provided that: (ai) such disbursement is for Capital Expenditures incurred in connection with an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, Expenditure and a description thereof, (ii) all Approved Capital Expenditures to be funded by the requested disbursement Borrower shall have been completed (or completed to the extent satisfied each of the requested Reserve Disbursement Conditions with respect to each such disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, in the event a Reserve Funds Trigger Period ends, any Capital Expenditure Funds then on deposit in the Capital Expenditure Account shall continue to be made available to Borrower for Approved Capital Expenditures in accordance with this Section 6.5.2. Lender shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Lender shall not be obligated to make disbursements of Capital Expenditure Funds to reimburse Borrower for expenses related the costs of routine maintenance to the refurbishment Property, replacements of inventory or repair for costs which are to be reimbursed from the Required Repairs Funds or Rollover Funds. Any Capital Expenditure Funds remaining after the Obligations have been paid in full shall be promptly returned to Borrower. (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with any Capital Expenditures Work; or (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (c) Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in Section 6.5.2(d). (d) If a disbursement of Capital Expenditure Funds will exceed $25,000.00, Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000.00 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000.00, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (c4) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, up to twice in any twelve (12) month period or if a requested disbursement is in excess of $500,000.00, a title search for expenses related the Property or the Worldwide Plaza Amenities, as applicable, indicating that the Property or the Worldwide Plaza Amenities, as applicable, is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $100,000.00 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositreasonable expense) performance of the work associated with such Approved Capital Expenditure.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least thirty (30) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers, conditional lien waivers or other evidence of payment satisfactory to Lender, and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) or will be paid for any individual expenditure greater than $25,000, Borrower has delivered in full upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 7.3 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditure Work; or repair (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed Fifty Thousand and No/100 Dollars ($50,000), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (e) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the extent that rights of Tenants under their Leases) to inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower has been shall cause all contractors, subcontractors and materialmen to cooperate with Lender and its agents and representatives or will such other Persons described above in connection with the inspections, if any, required by Lender in accordance with this Section 7.3.2. (f) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be entitled to reimbursement for such expenses from a Tenant’s security depositconstructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (g) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters).

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to either reimburse Borrower for Capital Expenditures actually paid for by Borrower or pay for Capital Expenditures to be incurred by Borrower, provided that: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least thirty (30) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers, conditional lien waivers or other evidence of payment satisfactory to Lender, and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) or will be paid for any individual expenditure greater than $25,000, Borrower has delivered in full upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 7.3 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditure Work; or repair (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed Fifty Thousand and No/100 Dollars ($50,000), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (e) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower shall cause all contractors, subcontractors and materialmen to cooperate with Lender and its agents and representatives or such other Persons described above in connection with the inspections, if any, required by Lender in accordance with this Section 7.3.2. (f) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be constructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (g) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters). (h) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided builder’s risk insurance, workers’ compensation insurance, public liability insurance and other insurance to the extent that Borrower has been required by the applicable Legal Requirements in connection with any Capital Expenditure Work. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with a non-contributing mortgagee clause (or will its equivalent) making loss thereunder payable to Lender and its successors and/or assigns shall be entitled so endorsed. At Lender’s request, certified copies of such policies shall be delivered to reimbursement for such Lender. (i) All reasonable costs and expenses from a Tenant’s security depositincurred by Lender in connection with holding and disbursing the Capital Expenditure Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be paid by Borrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least Ten Thousand Dollars ($10,000) (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than Ten Thousand Dollars ($10,000), in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (c4) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Lender, (D) at Lender’s option, a title search for expenses related the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for Twenty Thousand Dollars ($20,000) or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositexpense) performance of the work associated with such Approved Capital Expenditure.

Release of Capital Expenditure Funds. Provided (a) Agent shall disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Agent and on the date such payment is to be made, no Event of Default is shall be continuing, Lender (iii) Agent shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Agent, (iv) at Agent’s option, if the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds is in excess of $500,000, (A) a title search for expenses related the Property indicating that the Property is free from all Liens not previously approved by Agent, and/or (B) a report satisfactory to Agent in its reasonable discretion from an architect or engineer approved by Agent in respect of such architect or engineer’s inspection of the applicable Capital Expenditures, and (v) Agent shall have received such other evidence as Agent shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Agent shall not be required to disburse Capital Expenditure Funds more frequently than once each calendar month, nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (b) Nothing in this Section 6.4.2 shall (i) make Agent or any Lender responsible for making or completing the Capital Expenditures Work; (ii) require Agent or any Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Agent or repair any Lender to proceed with the Capital Expenditures Work; or (iv) obligate Agent or any Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (c) Borrower shall permit Agent and Agent’s agents and representatives (including, without limitation, Agent’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases and upon reasonable advance written notice) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Agent or Agent’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(c). (d) If a disbursement of Capital Expenditure Funds will exceed $500,000.00, Agent may require an inspection of the Property at Borrower’s expense prior to making such a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Agent may require that such inspection be conducted by an appropriate independent qualified professional selected by Agent and may require a certificate of completion by an independent qualified professional architect acceptable to Agent prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Agent or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower required under applicable law in connection with Capital Expenditures Work. (f) Any Capital Expenditure Funds remaining after the Debt has been or will indefeasibly repaid in full shall be entitled paid to reimbursement for such expenses from a Tenant’s security depositBorrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out only for the costs of those items which are Capital Expenditures, provided no more than 50% of the Capital Expenditure Subaccount to reimburse Borrower annual amount escrowed each year may be used for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, associated with leasing. (b) Lender shall disburse to Borrower the request for disbursement is accompanied Capital Expenditures Funds upon satisfaction by an Officer’s Certificate from Borrower stating that of each of the following conditions: (i) Borrower shall submit a written request for payment to Lender at least fifteen (15) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofExpenditures in accordance with this Agreement, (iiB) stating that all Approved Capital Expenditures at the applicable Individual Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures performed at such Individual Property to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender's option, a title search for such Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at such Individual Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower or will be paid upon such disbursement to the Borrower, and (cvi) for if the Capital Expenditure is in excess of $50,000, Lender may require that an Engineer satisfactory to Lender in Lender's sole discretion inspect the work before releasing any individual expenditure Capital Expenditure Funds. Lender shall not be required to disburse Capital Expenditure Funds more frequently than once each calendar month or with respect to any Individual Property unless such requested disbursement is in an amount greater than $25,000 (or a lesser amount if the total amount of Capital Expenditure Funds is less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made). Lender shall make reasonable good faith efforts to disburse Capital Expenditure Funds within fifteen (15) days of receipt of request from Borrower has delivered provided all conditions to Lender copies of any invoices, bills or statements related to such Approved disbursement have been satisfied by Borrower. In the event Capital Expenditures that Funds are requested held by Agent in accordance with Section 6.7 hereof and provided the conditions set forth in this Section 6.4.2 have been satisfied, Lender shall consent in writing to Agent's disbursement of Capital Expenditures Funds in accordance with the certificate approved by Lender pursuant to this Section 6.4.2. (c) Lender reserves the right, at its option, to approve all contracts or work orders with the general contractor in connection with the Capital Expenditures Work. Upon Lender. For the avoidance of doubt's request, Borrower shall assign any contract or subcontract to Lender. (d) In the event Lender determines in its reasonable discretion that any Capital Expenditures Work is not being performed in a workmanlike or timely manner or that any Capital Expenditures Work has not been completed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Capital Expenditures Work and to proceed under existing contracts or to contract with third parties to complete such Capital Expenditures Work and to apply the Capital Expenditures Funds toward the labor and materials necessary to complete such Capital Expenditures Work. (e) In order to facilitate Lender's completion of the Capital Expenditures Work pursuant to Section 6.4.3(d) above, Borrower grants Lender the right to enter onto any Individual Property and perform any and all work and labor necessary to complete the Capital Expenditures Work and/or employ watchmen to protect such Individual Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Capital Expenditures Work in the name of Borrower. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be entitled revoked. (f) Nothing in this Section 6.4.3 shall (i) make Lender responsible for making or completing the Capital Expenditures Work; (ii) require Lender to receive a distribution of Capital Expenditure Funds for expenses related expend funds in addition to the refurbishment Capital Expenditures Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (g) Borrower shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect, or inspector) or third parties to enter onto each Individual Property during normal business hours (subject to the rights of a Property tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.4.3(g). (h) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen's compensation insurance, builder's risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (c4) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Lender, (D) at Lender’s option, a title search for expenses related the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $50,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositexpense) performance of the work associated with such Approved Capital Expenditure.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse or cause to be disbursed Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount to reimburse Account for payment for, or for reimbursement of Borrower for its advance of, Capital Expenditures actually paid for Expenditures, within ten (10) days after the delivery by BorrowerBorrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded or reimbursed by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded or reimbursed by the requested disbursement have been completed or completed to the extent of the requested disbursement (other than with respect to deposits necessary or required as a down-payment to initiate an Approved Capital Expenditure), in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded or reimbursed from the disbursement in question have not been the subject of a previous disbursement, (4) stating that all previous disbursements of Capital Expenditure Funds have been used to pay or reimburse the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness or other requested disbursements then pending) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures to be funded or reimbursed from such disbursement and not previously delivered to Lender, (C) if the amount of such Approved Capital Expenditures to be funded exceeds $100,000 in the aggregate, copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Lender, (D) if the cost of such Approved Capital Expenditures to be funded exceeds $100,000 in the aggregate, at Lender’s option, a title search for the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $50,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense to the extent of Lender’s out-of-pocket costs and expenses of conducting such inspection) performance of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, work associated with all applicable Legal Requirements and the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by LenderExpenditure. For the avoidance of doubt, Borrower Any such inspection shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security depositconducted in accordance with Section 4.10.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrowers out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrowers to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower Borrowers (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, (4) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (5) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (c6) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full other than any applicable retention amount, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, a title search for expenses related the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrowers (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenant’s security depositdisbursement request) or will be paid upon such disbursement to Borrowers) and (iii) if such disbursement request is for $30,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) performance of the work associated with such Approved Capital Expenditure.

Release of Capital Expenditure Funds. Provided no Event of Default has occurred and is continuing, Lender shall disburse disburse, no more frequently than once per month, Capital Expenditure Funds out of the Capital Expenditure Subaccount Account, to reimburse Borrower for Capital Expenditures actually paid for by BorrowerXxxxxxxx, provided thatsubject to the satisfaction of the following conditions: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is received at least ten (10) Business Days prior to reimbursement and is accompanied by an Officer’s Certificate from of Borrower stating that (i1) the items to be funded by the requested disbursement are Approved Capital Expenditures, and were paid by Xxxxxxxx and a description thereofthereof (which without limitation, shall be deemed satisfied by delivery of either of the following: (i) a property address or identifier, the amount of the Approved Capital Expenditure and the general type of Capital Expenditure (such as “renovation” or “repair”); or (ii) an entry on an account payable or work order report showing the amounts due and the payee), (ii2) all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii3) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and from Capital Expenditure Funds; (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender; (iv) the total disbursement request equals or exceeds $50,000; and (v) Borrower has delivered to Lender all other information that is reasonably requested by Xxxxxx as evidence of completion of the Approved Capital Expenditure. For If at the avoidance time of doubtXxxxxxxx’s request for disbursement the Capital Expenditure Funds are insufficient to reimburse Borrower for the full amount of paid Capital Expenditures, Xxxxxx shall reimburse Borrower only up to the amount of Capital Expenditure Funds then available in the Capital Expenditure Account, subject to the Minimum Disbursement Amount. Borrower shall not be entitled to receive a distribution release of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be is entitled to reimbursement for such expenses from a Tenant’s security depositdeposit (unless Borrower, in accordance with Xxxxxxxx’s or Property Manager’s guidelines does not, or is unable to, recover such amounts from a Tenant). If the amount of the Capital Expenditure Funds exceeds the amount required to be deposited in the Capital Expenditure Account pursuant to Section 6.4.1, Xxxxxx shall return any excess to Borrower. Provided no Event of Default has occurred and is continuing and subject to Borrower providing written notice of the funds to be released, the Capital Expenditure Funds reserved for any Property will be released within ten (10) Business Days after the occurrence of a permitted sale and release of such Property in accordance with the terms hereof. Special Insurance Reserve Account.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for PIP Repairs. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds from time to time upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the PIP Repairs to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofPIP Repairs, (iiB) stating that all Approved Capital Expenditures PIP Repairs at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and PIP Repairs, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures PIP Repairs to be funded from by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by, unless such Person is being paid out of the disbursement being made, lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances other than the Permitted Exceptions or otherwise not previously approved by Lender, (v) at Lender’s option, if the cost of any individual PIP Repair exceeds Fifty Thousand and No/100 Dollars ($50,000.00), Lender shall have received a report satisfactory to Lender in question its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the PIP Repairs, and (vi) Lender shall have not been received such other evidence as Lender shall reasonably request that the subject of a previous PIP Repairs at the Property to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, and must be at least an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) and not to unreasonably interfere with Hotel guests or business operations at the Property to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a PIP Repairs disbursement will exceed Fifty Thousand and No/100 Dollars ($50,000.00), Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender Administrative Agent shall direct the Paying Agent to disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to Borrower to pay, or to reimburse Borrower for payments of, Capital Expenditures actually required to be paid for by Borrower, provided that: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower stating that (i1) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards Standards, and (iii3) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been are required to be paid for by Borrower and (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender Administrative Agent copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by LenderAdministrative Agent. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out only for the costs of those items listed on the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: Budget annexed hereto. (a) such disbursement is for an Approved Lender shall disburse to Borrower the Capital Expenditure, (b) Expenditures Funds upon satisfaction by Borrower of each of the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that following conditions: (i) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofExpenditures set forth on the Capital Expenditures Budget, (iiB) stating that all Approved Capital Expenditures at the Property which have been funded by all prior disbursements have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures and (C) stating that each Person that supplied materials or labor in connection with the Capital Expenditures performed at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Lender, (iv) at Lender's option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) at Lender's option, if the cost of the Capital Expenditures exceeds $100,000, Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer's inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Capital Expenditure Funds more frequently than once each calendar month or with respect to the Property unless such requested disbursement is in an amount greater than $25,000 (or a lesser amount if the total amount of Capital Expenditure Funds is less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made). (b) Nothing in this Section 6.4.2 shall (i) make Lender responsible for making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the Capital Expenditures Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (c) Borrower shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (d) If a disbursement will exceed $100,000, Lender may require an inspection of the Property at Borrower's expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement for is sought. Lender may require that such expenses from inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a Tenant’s security depositcertificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen's compensation insurance, builder's risk, and public liability insurance and other insurance to the extent required under applicable law in connection with Capital Expenditures Work. All such policies shall be in form and amount reasonably satisfactory to Lender. (f) Any Capital Expenditure Funds (including all interest accrued thereon, if any) remaining after the Debt has been paid in full shall be returned to Borrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall direct Servicer to disburse the Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account upon satisfaction by Borrower of each of the following conditions with respect to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided thateach such disbursement: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the Borrower shall submit a request for disbursement payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Capital Expenditures to be paid; (iii) on the date such request is accompanied received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, and (iv) Lender shall have received (1) an Officer’s Certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the disbursement requested disbursement, (D) stating that each such Person has been paid in question full or will be paid in full upon such disbursement, (E) stating that the Approved Capital Expenditures to be funded have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (cF) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (G) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (2) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (3) lien waivers or other evidence of payment satisfactory to Lender, (4) at Lender’s option, a title search for expenses related the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (5) such other evidence as Lender shall reasonably request to demonstrate that the Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Capital Expenditure Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the Capital Expenditure Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the Capital Expenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with any Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (c) Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.5.2(c). (d) If a disbursement of Capital Expenditure Funds will exceed Fifty Thousand and No/100 Dollars ($50,000.00), Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk insurance, public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with the Capital Expenditures Work. All such policies shall be entitled in form and amount satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds upon satisfaction by the requesting Borrower of each of the following conditions: (i) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by have received an Officer’s Certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Individual Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Capital Expenditures, (C) identifying the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures performed at the Individual Property to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Individual Property for which Capital Expenditure Funds are being disbursed indicating that the Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) at Lender’s option, if the cost of the individual Capital Expenditure exceeds $500,000, Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Individual Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, or with respect to the Individual Property unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Individual Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a disbursement will exceed $[250,000], Lender may require an inspection of the Individual Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents and/or the Guaranty Security Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within five (5) Business Days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in amounts of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one (1) disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower disbursement, and (c4) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay previously identified Approved Capital Expenditures, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with such Approved Capital Expenditure, if any, and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (D) for expenses related disbursements in the amount of $100,000 or more, at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not permitted hereunder or under the other Loan Documents, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $500,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositreasonable out-of-pocket expense) performance of the work associated with such Approved Capital Expenditure, it being agreed that Lender shall notify Borrower within five (5) Business Days if it intends to conduct an inspection and then reasonably promptly cause such inspection to be performed. Any Capital Expenditure Funds remaining in the Capital Expenditure Account after the Obligations have been paid in full or after termination of the applicable Trigger Period shall be returned, within five (5) Business Days, to Borrower (or, in connection with the repayment of the Obligations in full, credited against the payoff amount of the outstanding Obligations on the payoff statement).

Release of Capital Expenditure Funds. Provided (a) Lender shall disburse, or caused to be disbursed, Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall disburse, or caused to be disbursed, to Borrower the Capital Expenditure Funds (but in no event more frequently than once each calendar month and subject to the conditions set forth in this Section 6.4.2) upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofExpenditures payable to Persons unaffiliated with Borrower, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds Fifty Thousand and No/100 Dollars ($50,000.00), Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement must be at least an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a Capital Expenditure disbursement will exceed Fifty Thousand and No/100 Dollars ($50,000.00), Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work.All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, (4) stating that each such Person has been paid in full not more than sixty (60) days prior to the disbursement request or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (5) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and from any Account or included in any previous disbursement of Operating Expenses or Capital Expenditures, (c6) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full other than any applicable retention amount, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Lender, (D) at Lender’s option, a title search for expenses related the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $20,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositexpense) performance of the work associated with such Approved Capital Expenditure.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by have received an Officer’s Certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds Twenty-Five Thousand and No/100 Dollars ($25,000), Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the Capital Expenditures Work to which the funded disbursement in question relates, and (vi) Lender shall have not been received such other evidence as Lender shall reasonably request that the subject of a previous Capital Expenditures at the Property to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, and must be at least an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a Capital Expenditure disbursement will exceed One Hundred Thousand and No/100 Dollars ($100,000), Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with the Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is shall exist and be continuing, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in accordance with all material respects, with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds $500,000, Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a disbursement will exceed $500,000, Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least fifteen (15) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no monetary Default nor any Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, (B) stating that all Capital Expenditures to be funded by the requested disbursement have been completed in a good and workmanlike manner (or, partially completed in a description good and workmanlike manner, in the case of disbursements of Capital Expenditure Funds made pursuant to Section 6.4.2(e) hereof) and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Capital Expenditures to be funded by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full for the materials or labor supplied in connection with the Capital Expenditures (or, portion thereof, in the case of disbursements of Capital Expenditure Funds made pursuant to Section 6.4.2(e) hereof) to be funded by the requested disbursement upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, and (iiE) stating that the Capital Expenditures to be funded by the requested disbursement have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Approved liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement have been completed (or, partially completed, in the case of disbursements of Capital Expenditure Funds made pursuant to Section 6.4.2(e) hereof) and such Capital Expenditures (or, portion thereof, in the case of disbursements of Capital Expenditure Funds made pursuant to Section 6.4.2(e) hereof) are paid for or completed will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Capital Expenditure Funds more frequently than once in any calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 6.4 shall (i) make Lender responsible for making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the extent Capital Expenditure Funds to complete any Capital Expenditure Work; or (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed One Hundred Thousand and No/100 Dollars ($100,000.00), Lender may require an inspection of the requested disbursementProperty prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (e) If (i) the disbursement of Capital Expenditure Funds exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00) and (ii) the contractor performing such Capital Expenditures requires periodic payments pursuant to terms of a written contract, a request for disbursement of Capital Expenditure Funds may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) any materials for which such request is made are on site at the Property and are properly secured or have been installed in a good and workmanlike manner and the Property, (C) all other conditions in accordancethis Agreement for disbursement have been satisfied, (D) funds remaining in the Capital Expenditures Account are, in Lender’s judgment, sufficient to complete (and pay for in full) such Capital Expenditure and other Capital Expenditures when required in accordance with the terms of this Agreement, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. (f) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditure Work and all material respectsmaterials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower shall cause all contractors, subcontractors and materialmen to reasonably cooperate with Lender and its agents and representatives or such other Persons described above in connection with the inspections, if any, reasonably required by Lender in accordance with this Section 6.4.2. (g) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be constructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (h) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters). (i) In addition to any insurance required under the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubtLoan Documents, Borrower shall not provide or cause to be entitled provided builder’s risk insurance, workers’ compensation insurance, public liability insurance and other insurance to receive the extent required by the applicable Legal Requirements in connection with any Capital Expenditure Work. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with a distribution non-contributing mortgagee clause (or its equivalent) making loss thereunder payable to Lender and its successors and/or assigns shall be so endorsed. At Lender’s request, certified copies of such policies shall be delivered to Lender. (j) Any Capital Expenditure Funds for expenses related remaining after the Debt has been paid in full shall be, subject to the refurbishment or repair provisions of a Property Section 2.7.3 hereof, (i) in the event that the Mezzanine Loan shall remain outstanding as of such date, delivered to the extent Mezzanine Lender to be held by the Mezzanine Lender pursuant to the Mezzanine Loan Documents, or (ii) in the event that Borrower has been or will the Mezzanine Loan shall no longer remain outstanding as of such date, returned to Borrower. (k) All reasonable out-of-pocket costs and expenses incurred by Lender in connection with holding and disbursing the Capital Expenditure Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be entitled to reimbursement for such expenses from a Tenant’s security depositpaid by Borrower.

Release of Capital Expenditure Funds. Provided (a) Intentionally omitted. (b) During an Escrow Reserve Period, provided no Event of Default is continuingexists, Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds out of the Capital Expenditure Subaccount in order to pay or reimburse Borrower for Capital Expenditures actually paid for reasonably approved by Borrower, provided thatLender. Lender may require that Borrower satisfy the following conditions prior to directing Agent to make such disbursements: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that (i) at least ten (10) days prior to the disbursement, Borrower shall submit to Lender a request for payment, which request shall specify the Capital Expenditures to be paid, (ii) Lender shall receive a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures (or part thereof) at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full (for all work performed to date, exclusive of any applicable retainage) upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Lender (which may be conditional as to the requested disbursement), (iv) at Lender’s option, if the disbursement is in question have excess of $100,000, Lender shall receive a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not been previously approved by Lender other than Permitted Encumbrances, and (v) Lender shall receive such other evidence as Lender shall reasonably request that the subject of a previous Capital Expenditures at the Property to be funded by the requested disbursement and have been completed and are paid for by Borrower and or will be paid (other than retainage, if applicable) upon such disbursement to Borrower. (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the Capital Expenditure Funds to complete any individual expenditure greater than $25,000Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work; or (v) if an Event of Default exists, obligate Lender in any way to disburse any Capital Expenditure Funds. (d) Borrower has delivered shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to Lender copies enter onto the Property upon reasonable advance notice during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any invoices, bills or statements related Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Approved Capital Expenditures Work. Borrower shall use reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) During an Escrow Reserve Period, if Borrower requests that are requested Capital Expenditure Funds in excess of $500,000 be paid or reimbursed to Borrower for a Capital Expenditure reasonably approved by Lender. For , Lender may, upon completion of such Capital Expenditure and at its reasonable discretion, require an inspection of the avoidance of doubt, Borrower shall not be entitled Property at Borrower’s expense prior to receive a distribution making the final disbursement of Capital Expenditure Funds for expenses related such Capital Expenditure in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the refurbishment disbursement of such Capital Expenditure Funds. Borrower shall pay the reasonable, out-of-pocket expense of the inspection as required hereunder, whether such inspection is conducted by Lender or repair of a Property by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower required under applicable law in connection with Capital Expenditures Work. All such policies shall be in form and amount reasonably satisfactory to Lender. (g) Any Capital Expenditure Funds remaining after the Debt has been or will paid in full shall be entitled promptly returned to reimbursement for such expenses from a Tenant’s security depositBorrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower (or at Borrower’s direction, to the applicable contractor) the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least fifteen (15) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender (to the extent payment has already been made by Borrower), and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement and have been completed and are paid for or will be paid for in full upon such disbursement to Borrower. To the extent a Capital Expenditure is paid after receipt by Borrower and (c) for any individual expenditure greater than $25,000of the corresponding Capital Expenditure Funds, Borrower has delivered shall, promptly upon payment of such Capital Expenditure, submit to Lender copies lien waivers or other evidence of any invoices, bills or statements related payment satisfactory to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower Lender shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 6.4 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds other than the disbursement of the Capital Expenditure Funds to complete any Capital Expenditure Work; or (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed One Hundred Thousand and No/100 Dollars ($100,000.00), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional reasonably acceptable to Lender prior to such disbursement of Capital Expenditure Funds. If Lender requires any such inspection, Lender shall use reasonable efforts to cause such inspection to be conducted and completed (and any required certificate to be delivered to Lender) on or prior to the refurbishment date specified in Borrower’s request for payment of such Capital Expenditure. (e) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or repair architect) or other third parties authorized by Lender to enter onto the Property during normal business hours upon reasonable prior notice to Borrower and with reasonable frequency (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower shall cause all contractors, subcontractors and materialmen to reasonably cooperate with Lender and its agents and representatives or such other Persons described above in connection with the inspections, if any, required by Lender in accordance with this Section 6.4.2. (f) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be constructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (g) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters). (h) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided builder’s risk insurance, workers’ compensation insurance, public liability insurance and other insurance to the extent that Borrower has been required by the applicable Legal Requirements in connection with any Capital Expenditure Work. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with a non-contributing mortgagee clause (or will its equivalent) making loss thereunder payable to Lender and its successors and/or assigns shall be entitled so endorsed. At Lender’s request, certified copies of such policies shall be delivered to reimbursement for such Lender. (i) All costs and expenses from a Tenant’s security depositincurred by Lender in connection with holding and disbursing the Capital Expenditure Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be paid by Borrower. Upon payment in full of the Obligations, Lender shall release all remaining Capital Expenditure Funds, if any, to or at the direction of Borrower.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Lender to disburse Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be (a) paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and any Major Lease and Material Agreement, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the disbursement in question have not been the subject of a previous disbursement requested disbursement, and have (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Borrower Lender, and (cv) for at Lender's option, if the cost of any individual expenditure greater than Capital Expenditure exceeds $25,000, Borrower has delivered Lender shall have received a report satisfactory to Lender copies in its reasonable discretion from an architect or engineer approved by Lender in respect of any invoicessuch architect or engineer's inspection of the required repairs, bills or statements related to and (vi) Lender shall have received such Approved other evidence as Lender shall reasonably request that the Capital Expenditures that at the Property to be funded by the requested disbursement have been completed and are requested by Lenderpaid for or will be paid upon such disbursement to Borrower. For the avoidance of doubt, Borrower Lender shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, nor in an amount less than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment or repair of a Property Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.Capital Expenditures Work; or

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursementbeing funded) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement for work performed to date, subject to applicable retainage amounts, such certificate to be accompanied by evidence of payment reasonably satisfactory to Lender, (iv) at Lender's option after consecutive disbursements which total at least $250,000, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances, other than Permitted Encumbrances, unless the disbursement in question have not been the subject of a previous disbursement and same have been bonded or otherwise secured to Lender's satisfaction, and (v) at Lender's option, if the cost of any individual Capital Expenditure exceeds $250,000, Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect's or engineer's inspection of the Capital Expenditures Work, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement have been completed (to the extent being funded) and are paid for by Borrower and (c) for any individual expenditure greater than $25,000or will be paid upon such disbursement to Borrower, Borrower has delivered subject to applicable retainage amounts. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect, or inspector), at Lender's cost (unless the provisions of Section 6.4.2(e) below applies), to enter onto the Property upon reasonable prior notice during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a disbursement will exceed $250,000, Lender may require an inspection of the Property at Borrower's expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work (to the extent being funded) for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect reasonably acceptable to Lender prior to the disbursement of the requested Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided worker's compensation insurance, builder's risk, and public liability insurance and other insurance to the extent required under applicable law in connection with Capital Expenditures Work. All such policies shall be in form and amount reasonably satisfactory to Lender. (g) Any Capital Expenditure Funds remaining after the Debt has been or will paid in full shall be entitled returned to reimbursement for such expenses from a Tenant’s security depositBorrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to Borrower to pay, or to reimburse Borrower for payments of, Capital Expenditures actually required to be paid for by Borrower, provided that: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and and, (iii3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been are required to be paid for by Borrower and (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall direct Agent to disburse to a Borrower the Capital Expenditure Funds upon satisfaction by the requesting Borrower of each of the following conditions: (i) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which such Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by have received an Officer’s Certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the applicable Individual Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Capital Expenditures, (C) identifying the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures performed at such Individual Property to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for such Individual Property for which Capital Expenditure Funds are being disbursed indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds $500,000, Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at such Individual Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, or with respect to any Individual Property unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrowers additional sums to complete any Capital Expenditures Work. (d) Borrowers shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the applicable Individual Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrowers shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a disbursement will exceed $250,000, Lender may require an inspection of the applicable Individual Property at Borrowers’ expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrowers shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents and/or the Guaranty Security Documents, Borrowers shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii) all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and and, (iii) the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the Restoration of damage arising from Hurricane Xxxx.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, (4) stating that all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement and or those constituting Permitted Indebtedness) have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related in full with respect to such Approved Capital Expenditures, (B) for disbursements over $500,000 copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (C) at Lender’s option, with respect to any disbursement in excess of $250,000, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), and (D) such other evidence as Lender shall reasonably request to demonstrate that the Approved Capital Expenditures that to be funded by the requested disbursement have been completed and are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds paid for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled paid upon such disbursement to reimbursement Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenantdisbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $1,000,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s security depositexpense) performance of the work associated with such Approved Capital Expenditure.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Reserve Account within ten (10) days after the delivery by Borrower to reimburse Borrower for Capital Expenditures actually paid for by BorrowerLender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided that: (ai) such disbursement is for an Approved Qualified Capital Expenditure, Expenditures; (bii) the request for disbursement is accompanied by the following items (which items shall be in form and substance satisfactory to Lender): (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested such disbursement are Approved is for Qualified Capital Expenditures, and a description thereof, (ii2) stating that the work related to all Approved Qualified Capital Expenditures to be funded by that are the subject of the requested disbursement have has been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, (3) identifying each Person that supplied materials or labor in connection with the Renovation Standards Qualified Capital Expenditures that are the subject of the requested disbursement, (4) stating that each such Person has been paid in full for the work related to the Qualified Capital Expenditures that are the subject of the requested disbursement, and (iii5) stating that the Approved Qualified Capital Expenditures to be funded from that are the subject of the requested disbursement in question have not been the subject of a previous disbursement disbursement, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Qualified Capital Expenditures and have been paid not previously delivered to Lender, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender, (D) at Lender’s option, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Borrower Lender, and (cE) for any individual expenditure greater than $25,000, Borrower has delivered such other evidence as Lender shall reasonably request to Lender copies of any invoices, bills or statements demonstrate that the work related to such Approved the Qualified Capital Expenditures that are the subject of the requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower disbursement has been completed and fully paid for; and (iii) if such disbursement request is for $20,000 or will be entitled to reimbursement for more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such expenses from a Tenant’s security depositQualified Capital Expenditures.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall direct Servicer to disburse the Capital Expenditure Funds to the applicable Borrower in respect of the Individual Property owned by such Borrower out of the Capital Expenditure Subaccount Account upon satisfaction by such Borrower of each of the following conditions with respect to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided thateach such disbursement: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the such Borrower shall submit a request for disbursement payment to Lender at least ten (10) days prior to the date on which such Borrower requests such payment be made, which request shall specify the Approved Capital Expenditures to be paid; (iii) on the date such request is accompanied received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, and (iv) Lender shall have received (1) an Officer’s 's Certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) date in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iiiC) identifying each Person that supplied materials or labor in excess of $25,000.00 in connection with the Approved Capital Expenditures to be funded from by the disbursement requested disbursement, (D) stating that each such Person has been paid in question full or will be paid in full upon such disbursement, (E) stating that the Approved Capital Expenditures to be funded have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (cF) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenses, and (G) stating that all outstanding trade payables in connection with the capital expense (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (2) a copy of any license, permit or other approval, if any, required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (3) lien waivers or other evidence of payment reasonably satisfactory to Lender, (4) at Lender's option, a title search for expenses related such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (5) such other evidence as Lender shall reasonably request to demonstrate that the Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to such Borrower. Lender shall not be required to disburse Capital Expenditure Funds more frequently than once each calendar month, on the same day of such month as any other Reserve Funds are being disbursed in accordance with the terms hereof, and the aggregate funding of Reserve Funds in any month shall equal or exceed the Minimum Disbursement Amount. (b) Nothing in this SECTION 6.5.2 shall (i) make Lender responsible for performing or completing any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to 141 proceed with any Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrowers additional sums to complete any Capital Expenditures Work. (c) Each Borrower shall permit Lender and Lender's agents and representatives (including Lender's engineer, architect or inspector) or third parties to enter onto the applicable Individual Property during normal business hours (subject to the rights of Tenants under their Leases) upon reasonable prior notice to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Such Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other Persons described above in connection with inspections described in this SECTION 6.5.2(c). (d) If any disbursement of Capital Expenditure Funds will exceed $50,000.00 for any Individual Property, Lender may require an inspection of such Individual Property at Borrowers' expense prior to making a Property disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrowers shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, each Borrower shall provide or cause to be provided workmen's compensation insurance, builder's risk insurance, public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with the Capital Expenditures Work. All such policies shall be entitled in form and amount satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided (a) Lender shall disburse, or cause to be disbursed, Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall disburse, or cause to be disbursed, to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority, if any, in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) at Lender's option, if the cost of any individual Capital Expenditure exceeds Twenty Five Thousand and No/100 Dollars ($25,000.00), Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer's inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement must be at least an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair of a (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the extent that rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Any such inspection shall be conducted in a manner designed to minimize interference with Tenants or Borrower's operation of the Property. Borrower has been shall cause all contractors and subcontractors to cooperate with Lender or will be entitled to reimbursement for Lender's representatives or such expenses from a Tenant’s security depositother Persons described above in connection with inspections described in this Section 6.4.2(d).

Release of Capital Expenditure Funds. Provided (a) Lender shall disburse, or caused to be disbursed, Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall disburse, or caused to be disbursed, to Borrower the Capital Expenditure Funds (but in no event more frequently than once each calendar month and subject to the conditions set forth in this Section 6.4.2) upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofExpenditures payable to Persons unaffiliated with Borrower, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds Fifty Thousand and No/100 Dollars ($50,000.00), Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement must be at least an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a Capital Expenditure disbursement will exceed Fifty Thousand and No/100 Dollars ($50,000.00), Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrowers out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrowers to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower Borrowers (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, (4) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (5) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (c6) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full other than any applicable retention amount, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, a title search for expenses related the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrowers (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenant’s security deposit.disbursement request) or will be paid upon such disbursement to Borrowers) and (iii) if such disbursement request is for $30,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) performance of the work associated with such Approved Capital Expenditure. Table of Contents

Release of Capital Expenditure Funds. Provided (1) Agent shall disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Agent and on the date such payment is to be made, no Event of Default is shall be continuing, Lender (iii) Agent shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Agent, (iv) at Agent’s option, if the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds is in excess of $500,000, (A) a title search for expenses related the Property indicating that the Property is free from all Liens not previously approved by Agent, and/or (B) a report satisfactory to Agent in its reasonable discretion from an architect or engineer approved by Agent in respect of such architect or engineer’s inspection of the applicable Capital Expenditures, and (v) Agent shall have received such other evidence as Agent shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Agent shall not be required to disburse Capital Expenditure Funds more frequently than once each calendar month, nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (a) Nothing in this Section 6.4.2 shall (i) make Agent or any Lender responsible for making or completing the Capital Expenditures Work; (ii) require Agent or any Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Agent or repair any Lender to proceed with the Capital Expenditures Work; or (iv) obligate Agent or any Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (b) Borrower shall permit Agent and Agent’s agents and representatives (including, without limitation, Agent’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases and upon reasonable advance written notice) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Agent or Agent’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(c). (c) If a disbursement of Capital Expenditure Funds will exceed $500,000.00, Agent may require an inspection of the Property at Borrower’s expense prior to making such a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Agent may require that such inspection be conducted by an appropriate independent qualified professional selected by Agent and may require a certificate of completion by an independent qualified professional architect acceptable to Agent prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Agent or by an independent qualified professional architect. (d) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower required under applicable law in connection with Capital Expenditures Work. (e) Any Capital Expenditure Funds remaining after the Debt has been or will indefeasibly repaid in full shall be entitled paid to reimbursement for such expenses from a Tenant’s security depositBorrower.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for PIP Repairs. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds from time to time upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the PIP Repairs to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofPIP Repairs, (iiB) stating that all Approved Capital Expenditures PIP Repairs at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and PIP Repairs, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures PIP Repairs to be funded from by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by, unless such Person is being paid out of the disbursement being made, lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances other than the Permitted Exceptions or otherwise not previously approved by Lender, (v) at Lender’s option, if the cost of any individual PIP Repair exceeds Fifty Thousand and No/100 Dollars ($50,000.00), Lender shall have received a report satisfactory to Lender in question its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the PIP Repairs, and (vi) Lender shall have not been received such other evidence as Lender shall reasonably request that the subject of a previous PIP Repairs at the Property to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, and must be at least an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which, case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall peituit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) and not to unreasonably interfere with Hotel guests or business operations at the Property to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a PIP Repairs disbursement will exceed Fifty Thousand and No/I00 Dollars ($50,000.00), Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (1) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower has been or will required under applicable law in connection with Capital Expenditures Work. All such policies shall be entitled in form and amount reasonably satisfactory to reimbursement for such expenses from a Tenant’s security depositLender.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures Work. (b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures Work to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereofExpenditures Work, (iiB) stating that all Approved Capital Expenditures Work at the Property to be funded by the requested disbursement have been completed (or completed performed to the extent of the requested disbursement) date in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and (iii) the Approved Capital Expenditures Work, (C) identifying each Person that supplied materials or labor in connection with the Capital Expenditures Work to be funded by the requested disbursement, and (D) stating that each such Person has been paid amounts then due or will be paid such amount upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Lender, (iv) at Lender’s option, a title search for the Individual Property at which such Capital Expenditures Work are being performed indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) intentionally omitted, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the portion of the Capital Expenditures Work at the Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been performed to date and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine (if applicable) all plans and shop drawings relating to such Capital Expenditures Work. Prior to the occurrence of an Event of Default, such entry and inspection shall be conducted in a manner that minimizes any interference with Borrower’s business or the use and enjoyment of the Property by Borrower, Borrower’s tenants and Borrower’s tenants’ customers and guests. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) If a disbursement with respect to any individual Property will exceed fifteen percent (15%) of the Allocated Loan Amount for such Individual Property, Lender may require an inspection of such Individual Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in connection therewith. Such entry and inspection shall be conducted in a manner that minimizes any interference with Borrower’s business or the use and enjoyment of the affected Individual Property by Borrower, Borrower’s tenants and Borrower’s tenants’ customers and guests. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect, engineer or consultant reasonably acceptable to Lender prior to the disbursement of such Capital Expenditure Funds. Borrower shall pay the reasonable out-of-pocket expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect, engineer or consultant. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that required under applicable law in connection with Capital Expenditures Work. All such policies shall be in form and amount reasonably satisfactory to Lender. (g) In the event Lender releases an Individual Property (or assigns the Mortgage encumbering such Individual Property) as a result of the exercise of Borrower’s rights under Section 2.4, Section 2.5 or Section 11.29 hereof, Lender shall direct Agent, and Agent shall, promptly following the release of the Lien of the Mortgage (or the assignment of the Mortgage) with respect to such Individual Property, deliver, or cause the delivery, to Borrower has been or will from the Capital Expenditure Funds an amount equal to the Capital Expenditure Funds on deposit which are in excess of the Capital Expenditure Maximum Amount (as reduced due to such release), and the amount required to be entitled deposited pursuant to reimbursement for Section 6.4.1 shall be reduced proportionately to reflect the reduced cubic footage of such expenses from a Tenant’s security depositreleased Individual Property.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for an Approved Capital ExpenditureExpenditures in an amount equal to or greater than, in the aggregate, Twenty-Five Thousand and No/100 Dollars ($25,000), (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items expenditures to be funded reimbursed by the requested disbursement are Approved Capital Expenditures, and a description thereof, and aggregates to an amount equal to or greater than Twenty-Five Thousand and No/100 Dollars (ii$25,000), (2) stating that all Approved Capital Expenditures to be funded reimbursed by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii3) stating that the Approved Capital Expenditures to be funded reimbursed from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (ciii) for any individual expenditure greater than Twenty Five Thousand and No/100 Dollars ($25,000), Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrower to reimburse Borrower for Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (c4) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Lender, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Lender, (D) at Lender's option, a title search for expenses related to the refurbishment or repair of a Property to indicating that the extent that Borrower has been or will be entitled to reimbursement for such expenses Property is free from a Tenant’s security deposit.all Liens, claims and other encumbrances not previously approved by Lender, and

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (a) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least twenty (20) days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement and have been completed and are paid for by Borrower and (c) or will be paid for any individual expenditure greater than $25,000, Borrower has delivered in full upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (b) Nothing in this Section 6.4 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditure Work; or repair (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (c) If a disbursement of Capital Expenditure Funds will exceed Twenty Five Thousand and No/100 Dollars ($25,000), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (d) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower shall cause all contractors, subcontractors and materialmen to cooperate with Lender and its agents and representatives or such other Persons described above in connection with the inspections, if any, required by Lender in accordance with this Section 6.4.2. (e) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be constructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (f) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters). (g) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided builder’s risk insurance, workers’ compensation insurance, public liability insurance and other insurance to the extent that Borrower required by the applicable Legal Requirements in connection with any Capital Expenditure Work. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with a non-contributing mortgagee clause (or its equivalent) making loss thereunder payable to Lender and its successors and/or assigns shall be so endorsed. At Lender’s request, certified copies of such policies shall be delivered to Lender. (h) Any Capital Expenditure Funds remaining after the Debt has been or will paid in full shall be entitled returned to reimbursement for such Borrower. (i) All costs and expenses from a Tenant’s security depositincurred by Lender in connection with holding and disbursing the Capital Expenditure Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be paid by Borrower.

Release of Capital Expenditure Funds. Provided (a) Lender shall disburse, or cause to be disbursed, Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall disburse, or cause to be disbursed, to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is continuingshall exist and remain uncured, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower (A) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority, if any, in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds Twenty Five Thousand and No/100 Dollars ($25,000.00), Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the required repairs, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement in question have not been the subject of a previous disbursement and have been completed and are paid for by Borrower and (c) for any individual expenditure greater than $25,000, Borrower has delivered or will be paid upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement must be at least an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair of a (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work. (d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the extent that rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Any such inspection shall be conducted in a manner designed to minimize interference with Tenants or Borrower’s operation of the Property. Borrower has been shall cause all contractors and subcontractors to cooperate with Lender or will be entitled to reimbursement for Lender’s representatives or such expenses from a Tenant’s security depositother Persons described above in connection with inspections described in this Section 6.4.2(d).

Release of Capital Expenditure Funds. Provided no Event of Default is continuing(a) Intentionally omitted. (b) During an Escrow Reserve Period, provided that Lender has not accelerated the Loan, Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds out of the Capital Expenditure Subaccount in order to pay or reimburse Borrower for Capital Expenditures actually paid for reasonably approved by Borrower, provided thatLender. Lender may require that Borrower satisfy the following conditions prior to directing Agent to make such disbursements: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that (i) at least ten (10) days prior to the disbursement, Borrower shall submit to Lender a request for payment, which request shall specify the Capital Expenditures to be paid, (ii) Lender shall receive a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures (or part thereof) at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the requested disbursement, and (D) stating that each such Person has been paid in full or will be paid in full (for all work performed to date, exclusive of any applicable retainage) upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Lender (which may be conditional as to the requested disbursement), (iv) at Lender’s option, if the disbursement is in question have excess of $100,000, Lender shall receive a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not been previously approved by Lender other than Permitted Encumbrances, and (v) Lender shall receive such other evidence as Lender shall reasonably request that the subject of a previous Capital Expenditures at the Property to be funded by the requested disbursement and have been completed and are paid for by Borrower and or will be paid (other than retainage, if applicable) upon such disbursement to Borrower. (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the Capital Expenditure Funds to complete any individual expenditure greater than $25,000Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work; or (v) if Lender has accelerated the Loan, obligate Lender in any way to disburse any Capital Expenditure Funds. (d) Borrower has delivered shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to Lender copies enter onto the Property upon reasonable advance notice during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any invoices, bills or statements related Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Approved Capital Expenditures Work. Borrower shall use reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d). (e) During an Escrow Reserve Period, if Borrower requests that are requested Capital Expenditure Funds in excess of $500,000 be paid or reimbursed to Borrower for a Capital Expenditure reasonably approved by Lender. For , Lender may, upon completion of such Capital Expenditure and at its reasonable discretion, require an inspection of the avoidance of doubt, Borrower shall not be entitled Property at Borrower’s expense prior to receive a distribution making the final disbursement of Capital Expenditure Funds for expenses related such Capital Expenditure in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the refurbishment disbursement of such Capital Expenditure Funds. Borrower shall pay the reasonable, out-of-pocket expense of the inspection as required hereunder, whether such inspection is conducted by Lender or repair of a Property by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent that Borrower required under applicable law in connection with Capital Expenditures Work. All such policies shall be in form and amount reasonably satisfactory to Lender. (g) Any Capital Expenditure Funds remaining after the Debt has been or will paid in full shall be entitled promptly returned to reimbursement for such expenses from a Tenant’s security depositBorrower.

Release of Capital Expenditure Funds. Provided (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures. (b) Lender shall direct Agent to disburse to Borrower or any Person designated by Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures or Required Repairs, as applicable, to be reimbursed with the requested disbursement, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default is shall have occurred and be continuing, (iii) Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) the request for disbursement is accompanied by an Officer’s Certificate have received a certificate from Borrower stating that (i) the items Capital Expenditures or Required Repairs, as applicable, to be funded by reimbursed or the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii) all Approved Capital Expenditures portion of the work with respect to be funded which Borrower is seeking reimbursement for by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements federal, state and local laws, rules and regulations, (iv) Lender, at its option in the event that Lender has a good faith suspicion that Borrower, Operating Company or Manager has committed fraud in connection with such reimbursement request, shall have received a copy of the invoice and the Renovation Standards and (iii) check for payment with respect to the Approved Capital Expenditures or Required Repairs, as applicable, to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower the requested disbursement and (cv) at Lender's option if the Capital Expenditures or Required Repairs, as applicable, are not reflected on the Annual Budget and the cost of such Capital Expenditures or Required Repairs, as applicable, exceeds $150,000.00, Lender shall have received a title search for any individual expenditure greater than $25,000the Property indicating that the Property is free from all liens, Borrower has delivered claims and other encumbrances not previously approved by Lender and/or a report satisfactory to Lender copies in its reasonable discretion from an architect or engineer approved by Lender in respect of any invoices, bills such architect or statements related to such Approved engineer's inspection of the Capital Expenditures that are requested by Lenderor Required Repairs, as applicable. For the avoidance of doubt, Borrower Lender shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work or Required Repairs; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work or repair Required Repairs; (iii) obligate Lender to proceed with the Capital Expenditures Work or Required Repairs; or (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work or Required Repairs. (d) At Lender's request, if the Capital Expenditures or Required Repairs, as applicable, are not reflected on the Annual Budget and the cost of such Capital Expenditures or Required Repairs, as applicable, exceeds $150,000.00, Borrower shall provide Lender with any materials which Lender reasonably requires in order to determine the progress of any Capital Expenditures Work or Required Repairs, the types of materials being used in connection therewith and its compliance with all Legal Requirements. In addition, if the Capital Expenditures or Required Repairs, as applicable, are not reflected on the Annual Budget and the cost of such Capital Expenditures or Required Repairs, as applicable, exceeds $150,000.00, at Lender's request, Borrower shall provide copies of all plans and shop drawings relating to such Capital Expenditures Work or Required Repairs and shall cause all architects, engineers, contractors and/or subcontractors involved in the completion of such Capital Expenditures Work or Required Repairs to cooperate with Lender to provide any certifications or written materials relating to such Capital Expenditures Work or Required Repairs, including without limitation, a certificate of completion (in form reasonably acceptable to Lender) by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. (e) At Lender's option, if the Capital Expenditures or Required Repairs, as applicable, are not reflected on the Annual Budget and the cost of such Capital Expenditures or Required Repairs, as applicable, exceeds $150,000.00, Lender may require an inspection of the applicable Individual Property at Lender's sole cost and expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work or Required Repairs, as applicable, for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Lender shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen's compensation insurance, builder's risk, and public liability insurance and other insurance to the extent that required under applicable law in connection with Capital Expenditures Work or Required Repairs. All such policies shall be in form and amount reasonably satisfactory to Lender. (g) In the event Lender releases an Individual Property as a result of the exercise of Borrower's rights under Section 11.28 or Section 11.29 hereof, Agent shall, simultaneous to the release of the Liens of the Loan Documents with respect to such Individual Property, deliver, or cause the delivery, to Borrower has been or will be entitled from the Capital Expenditure Funds an amount equal to reimbursement the Capital Expenditure Funds deposited by Borrower into the Capital Expenditure Account specifically with respect to Required Repairs at such Individual Property as set forth on Schedule II less amounts previously disbursed to Borrower for such expenses from a Tenant’s security depositRequired Repairs performed at such Individual Property.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount to reimburse Funds (or any portion thereof) upon satisfaction by Borrower for Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditure, (b) of each of the request for disbursement is accompanied by an Officer’s Certificate from Borrower stating that following conditions: (i) Borrower shall submit a request for payment to Lender at least ten ( 10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and any Major Lease and Material Agreement, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Renovation Standards and Capital Expenditures, (iiiC) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures to be funded from by the disbursement in question have not been the subject of a previous disbursement requested disbursement, and have (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Borrower Lender, and (cv) for at Lender's option, if the cost of any individual expenditure greater than Capital Expenditure exceeds $25,000, Borrower has delivered Lender shall have received a report satisfactory to Lender copies in its reasonable discretion from an architect or engineer approved by Lender in respect of any invoicessuch architect or engineer's inspection of the required repairs, bills or statements related to and (vi) Lender shall have received such Approved other evidence as Lender shall reasonably request that the Capital Expenditures that at the Property to be funded by the requested disbursement have been completed and are requested by Lenderpaid for or will be paid upon such disbursement to Borrower. For the avoidance of doubt, Borrower Lender shall not be entitled required to receive disburse Capital Expenditure Funds more frequently than once each calendar month, nor in an amount less than the Minimum Disbursement Amount (or a distribution lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for expenses related making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or repair of a Property (iv) obligate Lender to the extent that demand from Borrower has been or will be entitled additional sums to reimbursement for such expenses from a Tenant’s security depositcomplete any Capital Expenditures Work.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, (a) Lender shall disburse Capital Expenditure Funds out of only for Capital Expenditures. (b) Lender shall disburse to Borrower the Capital Expenditure Subaccount Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to reimburse Lender at least ten (10) Business Days prior to the date on which Borrower for requests such payment be made and specifies the Capital Expenditures actually paid for by Borrower, provided that: (a) such disbursement is for an Approved Capital Expenditureto be paid, (bii) on the date such request for disbursement is accompanied received by Lender and on the date such payment is to be made, no Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received an Officer’s Certificate from Borrower (A) stating that (i) the all items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (iiB) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such Capital Expenditures, (C) identifying each Person that supplied materials or labor in connection with the Renovation Standards and (iii) the Approved Capital Expenditures to be funded from by the requested disbursement, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, and (E) stating that the Capital Expenditures to be funded by the requested disbursement in question have not been the subject of a previous disbursement, (iv) at Lender’s option, in the event the requested disbursement exceeds $100,000, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures to be funded by the requested disbursement have been completed and are paid for by Borrower and (c) or will be paid for any individual expenditure greater than $25,000, Borrower has delivered in full upon such disbursement to Borrower. Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled required to receive a distribution disburse Capital Expenditure Funds more frequently than once each calendar month, and each disbursement of Capital Expenditure Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Capital Expenditure Account shall be made). (c) Nothing in this Section 6.4 shall (i) make Lender responsible for expenses related making or completing any Capital Expenditure Work; (ii) obligate Lender to commence or proceed with any Capital Expenditure Work; (iii) require Lender to expend funds in addition to the refurbishment Capital Expenditure Funds to complete any Capital Expenditure Work; or repair (iv) obligate Lender to demand from Borrower additional sums to perform or complete any Capital Expenditure Work. (d) If a disbursement of Capital Expenditure Funds will exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000), Lender may require an inspection of the Property prior to such disbursement in order to verify completion of the Capital Expenditure Work for which reimbursement is sought. Lender may require that such inspection be conducted by an independent professional selected by Lender and may require a certificate of completion by an independent professional acceptable to Lender prior to such disbursement of Capital Expenditure Funds. (e) Borrower shall permit Lender and its agents and representatives (including, without limitation, Lender’s engineer or architect) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) and upon reasonable notice to inspect the progress of any Capital Expenditure Work and all materials being used in connection therewith and to examine all plans, specifications and shop drawings relating to such Capital Expenditure Work. Borrower shall cause all contractors, subcontractors and materialmen to cooperate with Lender and its agents and representatives or such other Persons described above in connection with the inspections, if any, required by Lender in accordance with this Section 6.4.2. (f) All Capital Expenditure Works and all materials, equipment, fixtures, or any other item comprising a part of any Capital Expenditure Work shall be constructed, installed or completed, as applicable, free and clear of all liens, claims and other encumbrances not previously approved by Lender. (g) All Capital Expenditure Works shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property in all material respects and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters). (h) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided builder’s risk insurance, workers’ compensation insurance, public liability insurance and other insurance to the extent that Borrower required by the applicable Legal Requirements in connection with any Capital Expenditure Work. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with a non-contributing mortgagee clause (or its equivalent) making loss thereunder payable to Lender and its successors and/or assigns shall be so endorsed. At Lender’s request, certified copies of such policies shall be delivered to Lender. (i) Any Capital Expenditure Funds remaining after the Debt has been paid in full shall be, subject to the provisions of Section 2.7.3 hereof, in the event that the Mezzanine Loan shall remain outstanding as of such date, delivered to the Mezzanine Lender to be held by the Mezzanine Lender pursuant to the Mezzanine Loan Documents, or will in the event that the Mezzanine Loan shall no longer remain outstanding as of such date, returned to Borrower. (j) All reasonable out-of-pocket costs and expenses incurred by Lender in connection with holding and disbursing the Capital Expenditure Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be entitled to reimbursement for such expenses from a Tenant’s security depositpaid by Borrower.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Subaccount Account to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ai) such disbursement is for an Approved Capital Expenditure, (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and and, (iii3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and (ciii) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Capital Expenditure Funds for expenses related to the refurbishment or repair of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.

Release of Capital Expenditure Funds. Provided no monetary Default, material non-monetary Default of which Agent has notified Borrowers or Event of Default is continuingshall exist and remain uncured, Lender Agent shall disburse Capital Expenditure Funds to Borrowers out of the Capital Expenditure Subaccount Account, within ten (10) days after the delivery by Borrowers to reimburse Borrower for Agent of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditures actually paid for by BorrowerExpenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (ai) such disbursement is for an Approved Capital Expenditure, ; (bii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower Borrowers (1) stating that (i) the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (ii2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance, in all material respects, accordance with all applicable Legal Requirements and the Renovation Standards and Requirements, (iii3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement and have been paid for by Borrower and disbursement, (c4) for any individual expenditure greater than $25,000, Borrower has delivered to Lender copies of any invoices, bills or statements related to such Approved Capital Expenditures stating that are requested by Lender. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (5) stating that all outstanding Capital Expenditures then due (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) a copy of any material license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures and not previously delivered to Agent, (C) copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Agent, (D) at Agent’s option, a title search for expenses related the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Agent, and (E) such other evidence as Agent shall reasonably request to demonstrate that the refurbishment or repair of a Property Approved Capital Expenditures to be funded by the extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement Borrowers (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such expenses from a Tenant’s security depositdisbursement request) or will be paid upon such disbursement to Borrowers) and (iii) if such disbursement request is for $75,000 or more, Agent shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) performance of the work associated with such Approved Capital Expenditure.