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 Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iii) 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 Account to pay for Capital Expenditures or Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ia) such disbursement is for an Approved Capital Expenditure, (iib) 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, (2ii) 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 accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and, and (3iii) 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 (iiic) 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 Account to pay for Capital Expenditures or Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and, (3) 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 (iii) 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 Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iii) 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 Agent shall disburse or cause to be disbursed Capital Expenditure Funds to Borrower out of the Capital Expenditure Account to pay for Capital Expenditures payment for, or to reimburse 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: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded or reimbursed by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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) 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 and the Renovation Standards andRequirements, (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 by 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 any individual expenditure greater than Twenty$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-Five Thousand of-pocket costs and No/100 Dollars ($25,000), Borrower has delivered to Lender copies expenses of any invoices, bills or statements related to conducting such inspection) performance of the work associated with 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 Account to pay for Capital Expenditures or Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ia) such disbursement is for an Approved Capital Expenditure, (iib) 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, (2ii) 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 accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and, (3iii) 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 (iiic) 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 Account, within ten (10) days after the delivery by Borrower 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 from any Account or included in any previous disbursement of Operating Expenses or Capital Expenditures, (6) stating that 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 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 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 any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $100,000 or more, Lender shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any invoices, bills or statements related to the work associated with such Approved Capital Expenditure. Notwithstanding the foregoing or anything to the contrary set forth herein, Capital Expenditures that are requested by Lender. For the avoidance of doubt, Borrower Funds shall not be entitled disbursed to receive a distribution Borrower with respect to any Scheduled Capital Expenditures without the prior written approval 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 depositLender in its sole and absolute discretion.

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 Account, within five (5) Business Days after the delivery by Borrower 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one (1) disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 (4) stating that 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 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 Capital Expenditures to be funded by the requested disbursement have been completed and are paid for by 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 any individual expenditure greater than Twenty$1,000,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable out-Five Thousand and No/100 Dollars ($25,000), Borrower has delivered to Lender copies of-pocket expense) performance of any invoices, bills or statements related to the work associated with such Approved Capital Expenditures that are requested by LenderExpenditure. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Any Capital Expenditure Funds for expenses related 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 refurbishment or repair payoff amount of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security depositoutstanding Obligations on the payoff statement).

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital ExpenditureExpenditures, (ii) such disbursement is for an aggregate amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (34) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iiiiv) for any individual expenditure greater than Twenty-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 shall disburse Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital ExpenditureExpenditures, (ii) such disbursement is for an aggregate amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (34) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iiiiv) for any individual expenditure greater than Twenty-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 Account, within ten (10) days after the delivery by Borrower to 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 Expenditure Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000.00, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 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 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 Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for by 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 any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $100,000.00 or more, Lender shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection conducted at Borrower’s reasonable expense) performance of any invoices, bills or statements related to the work associated with 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 depositExpenditure.

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 Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate have received a certificate from Borrower (1A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2B) 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 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 andCapital Expenditures, (3C) stating 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 have been paid for by Borrower and (iii) 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 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 refurbishment or repair of a 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 extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement for such expenses from 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 Tenant’s security depositlesser 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).

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) 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), (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that 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 ($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 with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded reimbursed from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iii) for any individual expenditure greater than Twenty-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 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 Account, within ten (10) days after the delivery by Borrowers 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower Borrowers (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 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 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 by Borrower or will be paid upon such disbursement to 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 disbursement request) or will be paid upon such disbursement to Borrowers) and (iii) if such disbursement request is for any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $75,000 or more, Agent shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection 102 conducted at Borrowers’ expense) performance of any invoices, bills or statements related to the work associated with 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 depositExpenditure.

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 Account, within ten (10) days after the delivery by Borrower 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 from any Account or included in any previous disbursement of Operating Expenses or Capital Expenditures, (6) stating that 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 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 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 any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $20,000 or more, Lender shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any invoices, bills or statements related to the work associated with 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 depositExpenditure.

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 Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate have received a certificate from Borrower (1A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2B) 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 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 andCapital Expenditures, (3C) stating 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 have been paid for by Borrower and (iii) 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 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 refurbishment or repair of a 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 extent that Borrower has requested disbursement have been completed and are paid for or will be entitled paid upon such disbursement to reimbursement for such expenses from 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 Tenant’s security depositlesser 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).

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 Account, within ten (10) days after the delivery by Borrower 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 or those constituting Permitted Indebtedness) have been paid 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 to be funded by the requested disbursement have been completed and are paid for by 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 any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $1,000,000 or more, Lender shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any invoices, bills or statements related to the work associated with 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 depositExpenditure.

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 Account, within ten (10) days after the delivery by Borrower to 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 Expenditure Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris 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: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 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 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 Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for by 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 any individual expenditure greater than Twenty-Five Twenty Thousand and No/100 Dollars ($25,000)20,000) or more, Borrower has delivered to Lender copies shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any invoices, bills or statements related to the work associated with 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 depositExpenditure.

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 Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital ExpenditureExpenditures, (ii) such disbursement is for an aggregate amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (34) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iiiiv) for any individual expenditure greater than Twenty-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 129 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, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ia) such disbursement is for an Approved Capital Expenditure, (iib) 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, (2ii) 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 accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and, and (3iii) 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 (iiic) 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 108 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 or cause to be disbursed Capital Expenditure Funds to Borrower out of the Capital Expenditure Account to pay for Capital Expenditures payment for, or to reimburse 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: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded or reimbursed by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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) 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 and the Renovation Standards andRequirements, (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 by 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 any individual expenditure greater than Twenty$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-Five Thousand of-pocket costs and No/100 Dollars ($25,000), Borrower has delivered to Lender copies expenses of any invoices, bills or statements related to conducting such inspection) performance of the work associated with 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 Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures 133 actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital ExpenditureExpenditures, (ii) such disbursement is for an aggregate amount equal to or greater than Twenty-Five Thousand and No/100 Dollars ($25,000), (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (34) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iiiiv) for any individual expenditure greater than Twenty-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 shall disburse Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or Subaccount to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (ia) such disbursement is for an Approved Capital Expenditure, (iib) 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, (2ii) 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 accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and, (3iii) 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 (iiic) 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. 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 Borrowers out of the Capital Expenditure Account, within ten (10) days after the delivery by Borrowers 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower Borrowers (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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, (6) stating that 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 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 by Borrower or will be paid upon such disbursement to 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 disbursement request) or will be paid upon such disbursement to Borrowers) and (iii) if such disbursement request is for any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $30,000 or more, Lender shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection conducted at Borrowers’ expense) performance of any invoices, bills or statements related to the work associated with 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 depositExpenditure.

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 Reserve Account within ten (10) days after the delivery by Borrower to pay for Capital Expenditures or 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: (i) such disbursement is for an Approved Qualified Capital Expenditure, Expenditures; (ii) 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 the items to be funded by the requested such disbursement are Approved is for Qualified Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) identifying each Person that supplied materials or labor in connection with the 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 (5) 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, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the Qualified Capital Expenditures and 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 Lender, and (E) such other evidence as Lender shall reasonably request to demonstrate that the work related to the Qualified Capital Expenditures that are the subject of the requested disbursement have has been completed and fully paid for by Borrower for; and (iii) if such disbursement request is for any individual expenditure greater than Twenty-Five Thousand $20,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Qualified Capital Expenditures. Loan 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.Security Agreement 156

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iii) 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 Account, within ten (10) days after the delivery by Borrower 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 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 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 Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for by 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 any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $50,000 or more, Lender shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any invoices, bills or statements related to the work associated with 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 depositExpenditure.

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 Account, within ten (10) days after the delivery by Borrower 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 have been paid for by Borrower and disbursement, (iii4) 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 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. (b) Lender shall disburse to Borrower the Capital Expenditure Account to pay for Capital Expenditures Funds (or to reimburse any portion thereof) upon satisfaction by Borrower for Capital Expenditures actually paid for by Borrower, provided thatof 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 disbursement is for an Approved payment be made and specifies the Capital ExpenditureExpenditures to be paid, (ii) 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 exist and remain uncured, (Aiii) an Officer’s Certificate Lender shall have received a certificate from Borrower (1A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2B) 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 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 andCapital Expenditures, (3C) stating 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 disbursement cost of any individual Capital Expenditure exceeds $25,000, 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 required repairs, 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 have been completed and are paid for by Borrower and (iii) for any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars ($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, 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 (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 Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security deposit.rights of Tenants under their DMEAST #17478116 v7 62

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 Account, within ten (10) days after the delivery by Borrowers 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 to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower Borrowers (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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, (6) stating that 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 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 by Borrower or will be paid upon such disbursement to 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 disbursement request) or will be paid upon such disbursement to Borrowers) and (iii) if such disbursement request is for any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars $30,000 or more, Lender shall have ($25,000), Borrower has delivered to Lender copies if it desires) verified (by an inspection conducted at Borrowers’ expense) performance of any invoices, bills or statements related to the work associated with such Approved Capital Expenditures that are requested by LenderExpenditure. For the avoidance Table 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.Contents

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 Account upon satisfaction by Borrower of each of the following conditions with respect to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided thateach such disbursement: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) 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 (Aiv) Lender shall have received (1) an Officer’s Certificate from Borrower (1A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2B) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3C) identifying each Person that supplied materials or labor in connection with the Approved 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 upon such disbursement, (E) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and disbursement, (iiiF) 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 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 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 for 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 expenses from requested disbursement is in an amount greater than $10,000 (or a Tenant’s security depositlesser 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).

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Account Subaccount to pay for Capital Expenditures Borrower to pay, or to reimburse Borrower for payments of, Capital Expenditures actually required to be paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been and are required to be paid for by Borrower and (iii) 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 has occurred and is continuing, Lender shall disburse disburse, no more frequently than once per month, Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or Account, to reimburse Borrower for Capital Expenditures actually paid for by BorrowerXxxxxxxx, provided thatsubject to the satisfaction of the following conditions: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is received at least ten (10) Business Days prior to reimbursement and is accompanied by (A) an Officer’s Certificate from of Borrower stating that (1) stating that 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), (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and from Capital Expenditure Funds; (iii) 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; (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 no Event of Default is continuing, (a) Lender shall direct Agent to disburse the Capital Expenditure Funds to Borrower out of the Capital Expenditure Account to pay for Capital Expenditures or to reimburse upon satisfaction by Borrower for Capital Expenditures actually paid for by Borrower, provided thatof each of the following conditions: (i) such disbursement is for an Approved Capital Expenditure, (ii) 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, (Aiv) Lender shall have received (1) an Officer’s 's Certificate from Borrower (1A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2B) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3C) stating 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 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, (iii3) for lien waivers (with respect to any individual expenditure greater than Twenty-Five Thousand and No/100 Dollars (payment to in excess of $25,000), Borrower has delivered 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 $50,000, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender 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 refurbishment or repair Capital Expenditure Account in accordance with Section 6.5.1, Lender, provided that no Event of a Property Default shall exist and remain uncured, shall direct Agent to disburse any remaining Capital Expenditure Funds to Borrower out of the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security depositCapital Expenditure Account within ten (10) days of Borrower's request therefor.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse Capital Expenditure Funds out of the Capital Expenditure Account to pay for Capital Expenditures or to either reimburse Borrower for Capital Expenditures actually paid for by Borrower or pay for Capital Expenditures to be incurred by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and (iii) 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 to Borrower out of the Capital Expenditure Account, within five (5) Business Days after the delivery by Borrower to 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 Expenditure Account to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borroweris less than $10,000, in which case only one (1) disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3) 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 (4) stating that 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 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 Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for by 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 any individual expenditure greater than Twenty$500,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable out-Five Thousand and No/100 Dollars ($25,000), Borrower has delivered to Lender copies of-pocket expense) performance of any invoices, bills or statements related to the work associated with such Approved Capital Expenditures Expenditure, it being agreed that are requested by LenderLender 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. For the avoidance of doubt, Borrower shall not be entitled to receive a distribution of Any Capital Expenditure Funds for expenses related 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 refurbishment or repair repayment of a Property to the extent that Borrower has been or will be entitled to reimbursement for such expenses from a Tenant’s security depositObligations in full, credited against the payoff amount of the outstanding Obligations on the payoff statement).

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 Account to pay for Capital Expenditures or Account, to reimburse Borrower for Capital Expenditures actually paid for by BorrowerXxxxxxxx, provided thatsubject to the satisfaction of the following conditions: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is received at least ten (10) Business Days prior to reimbursement and is accompanied by (A) an Officer’s Certificate from of Borrower stating that (1) stating that 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), (2) 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 with all applicable Legal Requirements and the Renovation Standards and, (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and from Capital Expenditure Funds; (iii) 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; (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 deposit.deposit (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. (a)

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 Account upon satisfaction by such Borrower of each of the following conditions with respect to pay for Capital Expenditures or to reimburse Borrower for Capital Expenditures actually paid for by Borrower, provided thateach such disbursement: (i) such disbursement is for an Approved Capital Expenditure, ; (ii) 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 (Aiv) Lender shall have received (1) an Officer’s 's Certificate from Borrower (1A) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2B) 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 with all applicable Legal Requirements and the Renovation Standards andRequirements, (3C) identifying each Person that supplied materials or labor in excess of $25,000.00 in connection with the Approved 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 upon such disbursement, (E) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been paid for by Borrower and disbursement, (iiiF) 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 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 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 for such expenses from a Tenant’s security depositBorrower. 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.

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 Account Subaccount to pay for Capital Expenditures Borrower to pay, or to reimburse Borrower for payments of, Capital Expenditures actually required to be paid for by Borrower, provided that: (i) such disbursement is for an Approved Capital Expenditure, (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower stating that (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) 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 accordance, in all material respects, with all applicable Legal Requirements and the Renovation Standards andStandards, and (3) stating that the Approved Capital Expenditures to be funded from the disbursement in question have not been the subject of a previous disbursement have been and are required to be paid for by Borrower and (iii) for any individual expenditure greater 130 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.