Common use of Release of FF&E Reserve Funds Clause in Contracts

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, Lender shall direct Servicer to disburse FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expense; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further, (a) the portion of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e)).

Release of FF&E Reserve Funds. Provided no Event of Default is continuing(a) Lender shall, and subject to the last sentence of this Section 6.8.2, Lender or shall direct Servicer to to, disburse the FF&E Reserve Funds to (or at the direction of) Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, Account provided that: (i) such disbursement is for an Approved FF&E Expense; Expense and (ii) Lender has received invoices evidencing that Borrower shall have satisfied (or caused the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000satisfaction of) and are in respect each of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (Reserve Disbursement Conditions with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for each such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presenteddisbursement. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the each disbursement of FF&E Reserve Account unless such requested disbursement is Funds must be in an amount greater not less than $10,000 the Minimum Disbursement Amount (or a lesser amount if the total amount in the of FF&E Reserve Account Funds is less than $10,000the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any FF&E Work or Additional PIP Work, as applicable; (ii) require Lender to expend funds in addition to the FF&E Reserve Funds to complete any FF&E Work or Additional PIP Work, as applicable; (iii) obligate Lender to proceed with any FF&E Work or Additional PIP Work, as applicable; or (iv) obligate Lender to demand from Borrower additional sums to complete any FF&E Work or Additional PIP Work, as applicable. (c) Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any FF&E Work or Additional PIP Work, as applicable and all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Work or Additional PIP Work, as applicable. Further, Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in Section 6.5.2(d). (ad) the portion If a disbursement of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for will exceed $50,000.00, Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds in order to verify completion of the FF&E Work or Additional PIP Work, as applicable for which reimbursement is sought. Lender may require that are not such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of FF&E Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under applicable law in connection with FF&E Work or Additional PIP Dedicated Work, as applicable. All such policies shall be in form and amount satisfactory to Lender. (f) If there is an Additional PIP required by Franchisor and Borrower intends to use FF&E Reserve Funds to pay all or a portion of the costs and expenses incurred to perform and complete such Additional PIP Work, Borrower shall prior to the initial disbursement of FF&E Reserve Funds in respect of such Additional PIP Work provide Lender with a detailed explanation of all Additional PIP Work then outstanding or required by Franchisor to be completed in connection therewith specifying the completion date required by Franchisor for each item, together with a budget reflecting the costs for completion and estimated date of completion for each item. Upon Lender’s reasonable request, Borrower shall update such explanation from time to time. (g) To the extent that any FF&E Work and Additional PIP Work consists of the procurement or acquisition from a vendor or supplier of goods or materials to be shipped and/or that must be manufactured and require the payment of a good faith deposit in advance of such shipping and/or manufacture, as the case may be, Borrower may request a sum (not be available to exceed $200,000 outstanding at any one time) to pay such deposit (either to Borrower or, at Lender’s election, directly to such vendor or contractor), subject to such additional requirements as Lender may reasonably make in order to ensure as soon as possible Lender shall have a perfected security interest in any such good or materials, including, which, in Lender’s reasonable judgment may include, without limitation, obtaining assignments of contracts, warehouseman waivers and/or subordination agreements and evidence of proper insurance coverage for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit goods in accordance with Section 4.34(e))transit or storage.

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, Lender shall direct Servicer to disburse FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar per month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expense; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further) provided that: (i) such disbursement is for an Approved FF&E 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 FF&E Expenditure, and a description thereof, (a2) stating that all Approved FF&E Expenditure (or the portion relevant portions thereof) to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) stating that the Approved FF&E Expenditure to be funded have not been the subject of a previous disbursement, (4) stating that all previous disbursements of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for have been used to pay the previously identified Approved FF&E Expenses Expenditure and (5) stating that all outstanding trade payables (other than New/Renewal Flagging Costs those to be paid from the requested 80 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 amount Approved FF&E Expenditure 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 if the FF&E Work is susceptible to the filing of a mechanic’s or materialman’s lien, and the requested disbursement is in excess of $75,000, a title search for the purpose for which Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (E) such PIP Dedicated other evidence as Lender shall reasonably request to demonstrate that the Approved FF&E Reserve Funds are Expenditure to be made available pursuant funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Section 4.34(e) (subject to reallocations as set forth herein) Borrower and (biii) if such disbursement request is for $50,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the portion of work associated with such Approved FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Expenditure.

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, (a) Lender shall direct Servicer to disburse the FF&E Reserve Funds to the applicable Borrower out of the FF&E Reserve Account, within ten (10) days after Account upon satisfaction by such Borrower of each of the delivery by Borrower following conditions with respect to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided thatsuch disbursement: (i) such disbursement is for an Approved FF&E ExpenseExpense or an Approved Capital Expenditure; (ii) such Borrower shall submit a request for payment to Lender has received invoices evidencing that at least ten (10) days prior to the costs for date on which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Borrower requests such payment be made, which request shall specify the Approved FF&E ExpensesExpenses and/or the Approved Capital Expenditures to be paid; (iii) Borrower has applied any amounts previously on the date such request is received by it in accordance with this Section for Lender and on the Approved FF&E Expenses date such payment is to which specific draws made hereunder relate be made, no Event of Default shall exist and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in questionremain uncured; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower Lender shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by have received an Officer’s Certificate from such Borrower stating that (A) stating that the conditions in items to be funded by the foregoing clauses (ii)requested disbursement are Approved FF&E Pool 1 Expenses and/or Approved Capital Expenditures, (iii) and (iv) have been satisfieda description thereof, (B) stating that the Approved all FF&E Expenses Work and all Capital Expenditures Work to be funded by such the requested disbursement have has been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsRequirements and the terms of the related Franchise Agreement, (C) identifying each Person that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, supplied materials or labor in connection with the Approved FF&E Expenses and/or 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 for work completed and/or materials furnished to date, (E) stating that the Approved FF&E Expenses and the Approved Capital Expenditures to be funded have not been the subject of a previous disbursement, and (F) stating that all previous disbursements of FF&E Reserve Funds have been used to pay the previously identified Approved FF&E Expenses and/or Approved Capital Expenditures; (v) Lender shall have received a copy of any license, permit or other approval required by any Governmental Authority in connection with the applicable FF&E Work or Capital Expenditures Work and not previously delivered to Lender; (vi) if the disbursement of FF&E Reserve Funds will exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) and if applicable, Lender shall have received, at Lender’s option, either (A) lien waivers or other evidence of payment satisfactory to Lender (or, in the case where such Person will be paid from the requested disbursement, such lien waivers or other evidence of payment satisfactory to Lender shall be delivered to Lender as a condition precedent to the next disbursement from the FF&E Reserve Account) or (B) 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 (vii) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the FF&E Work and/or the Capital Expenditures Work to be funded by the requested disbursement has been completed and is paid for or will be paid promptly in accordance with upon such disbursement to the invoices and lien waivers (where applicable) presentedapplicable Borrower. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from on the FF&E same day of such month as any other Reserve Account unless such requested disbursement is Funds are being disbursed in an amount greater than $10,000 (or a lesser amount if accordance with the total amount terms hereof. The insufficiency of any balance in the FF&E Reserve Account is less than $10,000, shall not relieve Borrowers from their obligation to fulfill all preservation and maintenance covenants in which case only one disbursement of the amount Loan Documents. Any FF&E Reserve Funds remaining in the account FF&E Reserve Account after the Obligations have been paid in full shall be made). Further, returned to Borrowers. (ab) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any FF&E Work or any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the portion of FF&E Reserve Funds that are PIP Dedicated to complete any FF&E Reserve Funds Work or any Capital Expenditures Work; (iii) obligate Lender to proceed with any FF&E Work or any Capital Expenditures Work; or (iv) obligate Lender to demand from any Borrower additional sums to complete any FF&E Work or any Capital Expenditures Work. (c) Each Borrower shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the amount of and for the purpose for which Property owned by such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) Borrower during normal business hours (subject to reallocations as set forth hereinthe rights of Tenants under their Leases and guests staying at the Property) to inspect the progress of any FF&E Work or any Capital Expenditures Work and (b) the portion of all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until Work or such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e)).Pool 1

Release of FF&E Reserve Funds. Provided no Event of Default is continuing(a) Lender shall, and subject to the last sentence of this Section 6.8.2, Lender or shall direct Servicer to to, disburse the FF&E Reserve Funds to (or at the direction of) Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, Account provided that: (i) such disbursement is for an Approved FF&E Expense; Expense and (ii) Lender has received invoices evidencing that Borrower shall have satisfied (or caused the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000satisfaction of) and are in respect each of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (Reserve Disbursement Conditions with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for each such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presenteddisbursement. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the each disbursement of FF&E Reserve Account unless such requested disbursement is Funds must be in an amount greater not less than $10,000 the Minimum Disbursement Amount (or a lesser amount if the total amount in the of FF&E Reserve Account Funds is less than $10,000the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any FF&E Work; (ii) require Lender to expend funds in addition to the FF&E Reserve Funds to complete any FF&E Work; (iii) obligate Lender to proceed with any FF&E Work; or (iv) obligate Lender to demand from Borrower additional sums to complete any FF&E Work. (c) Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any FF&E Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Work. Further, Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in Section 6.5.2(d). (ad) the portion If a disbursement of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for will exceed $50,000.00, Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds in order to verify completion of the FF&E Work for which reimbursement is sought. Lender may require that are not PIP Dedicated such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of FF&E Reserve Funds Funds. Borrower shall not pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be available for Flagging Costs (until provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under applicable law in connection with FF&E Work. All such time, if at all, such funds are dedicated policies shall be in form and amount satisfactory to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Lender.

Release of FF&E Reserve Funds. Provided no Event of Default is continuingcontinuing and no Enforcement has occurred, and subject to the last sentence of this Section 6.8.2, Lender shall direct Servicer to disburse FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expenseintentionally omitted; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv))intentionally omitted; and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further, (a) the portion of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e)).

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, Lender Agent shall direct Servicer to disburse FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender Agent of a request therefor (but not more often than once each calendar per month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expense; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further) provided that: (i) such disbursement is for an Approved FF&E 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 FF&E Expenditure, and a description thereof, (a2) stating that all Approved FF&E Expenditure (or the portion relevant portions thereof) to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements (unless such request is for the payment of a deposit required to be paid in advance), (3) stating that the Approved FF&E Expenditure to be funded have not been the subject of a previous disbursement, (4) stating that all previous disbursements of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for have been used to pay the previously identified Approved FF&E Expenses Expenditure, and (5) stating that all outstanding trade payables related to the related FF&E Work (other than New/Renewal Flagging Costs those to be paid from the requested disbursement) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with the amount Approved FF&E Expenditure and not previously delivered to Agent, if applicable (C) copies of and appropriate lien waivers or other evidence of payment satisfactory to Agent, (D) at Agent’s option, a title search for the purpose for which Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Agent, (E) such PIP Dedicated other evidence as Agent shall reasonably request to demonstrate that the Approved FF&E Reserve Funds are Expenditure to be made available pursuant funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Section 4.34(e) (subject to reallocations as set forth herein) Borrower and (biii) if such disbursement request is for $50,000 or more, Agent shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the portion of work associated with such Approved FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Expenditure.

Release of FF&E Reserve Funds. Provided no Event of Default is continuingcontinuing and no Enforcement has occurred, and subject to the last sentence of this Section 6.8.2, Lender shall direct Servicer to disburse FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expense or for an Approved Scheduled PIP Expense; provided that disbursement from the FF&E Reserve Account for Approved Scheduled PIP Expenses shall be limited to $7,500,000 per annum (the “Available FF&E Credit”) but shall be without duplication of amounts disbursed for Schedule PIPs from the Scheduled PIP Reserve Account and/or the Cash Collateral Account; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv))intentionally omitted; and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further, (a) the portion of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e)).

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, (a) Lender shall direct Servicer to disburse the FF&E Reserve Funds to the applicable Borrower out of the FF&E Reserve Account, within ten (10) days after Account upon satisfaction by such Borrower of each of the delivery by Borrower following conditions with respect to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided thatsuch disbursement: (i) such disbursement is for an Approved FF&E ExpenseExpense or an Approved Capital Expenditure; (ii) such Borrower shall submit a request for payment to Lender has received invoices evidencing that at least ten (10) days prior to the costs for date on which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Borrower requests such payment be made, which request shall specify the Approved FF&E ExpensesExpenses and/or the Approved Capital Expenditures to be paid; (iii) Borrower has applied any amounts previously on the date such request is received by it in accordance with this Section for Lender and on the Approved FF&E Expenses date such payment is to which specific draws made hereunder relate be made, no Event of Default shall exist and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in questionremain uncured; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower Lender shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by have received an Officer’s Certificate from such Borrower stating that (A) stating that the conditions in items to be funded by the foregoing clauses (ii)requested disbursement are Approved FF&E Expenses and/or Approved Capital Expenditures, (iii) and (iv) have been satisfieda description thereof, (B) stating that the Approved all FF&E Expenses Work and all Capital Expenditures Work to be funded by such the requested disbursement have has been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsRequirements and the terms of the related Franchise Agreement, (C) identifying each Person that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, supplied materials or labor in connection with the Approved FF&E Expenses and/or 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 for work completed and/or materials furnished to date, (E) stating that the Approved FF&E Expenses and the Approved Capital Expenditures to be funded have not been the subject of a previous disbursement, and (F) stating that all previous disbursements of FF&E Reserve Funds have been used to pay the previously identified Approved FF&E Expenses and/or Approved Capital Expenditures; (v) Lender shall have received a copy of any license, permit or other approval required by any Governmental Authority in connection with the applicable FF&E Work or Capital Expenditures Work and not previously delivered to Lender; (vi) if the disbursement of FF&E Reserve Funds will exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) and if applicable, Lender shall have received, at Lender’s option, either (A) lien waivers or other evidence of payment satisfactory to Lender (or, in the case where such Person will be paid from the requested disbursement, such lien waivers or other evidence of payment satisfactory to Lender shall be delivered to Lender as a condition precedent to the next disbursement from the FF&E Reserve Account) or (B) 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 (vii) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the FF&E Work and/or the Capital Expenditures Work to be funded by the requested disbursement has been completed and is paid for or will be paid promptly in accordance with upon such disbursement to the invoices and lien waivers (where applicable) presentedapplicable Borrower. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from on the FF&E same day of such month as any other Reserve Account unless such requested disbursement is Funds are being disbursed in an amount greater than $10,000 (or a lesser amount if accordance with the total amount terms hereof. The insufficiency of any balance in the FF&E Reserve Account is less than $10,000, shall not relieve Borrowers from their obligation to fulfill all preservation and maintenance covenants in which case only one disbursement of the amount Loan Documents. Any FF&E Reserve Funds remaining in the account FF&E Reserve Account after the Obligations have been paid in full shall be madereturned to Borrowers. (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any FF&E Work or any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the FF&E Reserve Funds to complete any FF&E Work or any Capital Expenditures Work; (iii) obligate Lender to proceed with any FF&E Work or any Capital Expenditures Work; or (iv) obligate Lender to demand from any Borrower additional sums to complete any FF&E Work or any Capital Expenditures Work. (c) Each Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property owned by such Borrower during normal business hours (subject to the rights of Tenants under their Leases and guests staying at the Property) to inspect the progress of any FF&E Work or any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Work or such Capital Expenditures Work. Each Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.5.2(c). Further, . (ad) the portion If a disbursement of FF&E Reserve Funds that are PIP Dedicated relates to any FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs Work or any Capital Expenditures Work having a total cost in excess of the amount of and Alteration Threshold for the purpose for which such PIP Dedicated FF&E Reserve Funds are applicable Property, Lender may require an inspection of the applicable Property at Borrowers’ expense prior to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion making a disbursement of FF&E Reserve Funds in order to verify completion of the FF&E Work and/or the Capital Expenditures Work for which reimbursement is sought. Lender may require that are not PIP Dedicated such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of FF&E Reserve Funds Funds. Borrowers shall not pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, Borrowers shall provide or cause to be available for Flagging Costs (until provided workmen’s compensation insurance, builder’s risk insurance, public liability insurance and other insurance to the extent required under applicable law in connection with the FF&E Work or the Capital Expenditures Work, as applicable. All such time, if at all, such funds are dedicated policies shall be in form and amount satisfactory to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Lender.

Release of FF&E Reserve Funds. (a) Borrower shall have no right to withdraw funds directly from the FF&E Deposit Account. Provided that (i) no Manager Termination Event has occurred and (iii) the Pre-Approved Manager Conditions continue to be satisfied, Manager shall have the unrestricted right to withdraw FF&E Reserve Funds out of the FF&E Deposit Account subject to the terms of the FF&E Deposit and Control Agreement. (b) Manager’s access to the FF&E Reserve Funds held in the FF&E Deposit Account shall be terminated and revoked immediately upon a Manager Termination Event and shall not be reinstituted until the Pre-Approved Manager Conditions are satisfied. So long as the Pre-Approved Manager Conditions are not satisfied and provided no Event of Default occurs and is continuing, and subject all FF&E Reserve Funds in the FF&E Deposit Account shall be transferred by Lender from the FF&E Deposit Account to the last sentence of this Section 6.8.2, FF&E Reserve Account and thereafter Lender shall direct Servicer to disburse FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar per month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expense; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further, subject to the requirement that there shall always be a minimum balance of no less than $5,000 in the FF&E Reserve Account at all times) provided that: (i) such disbursement is for an Approved FF&E 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 FF&E Expenditure, and a description thereof, (a2) stating that all Approved FF&E Expenditure (or the portion relevant portions thereof) to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) stating that the Approved FF&E Expenditure to be funded have not been the subject of a previous disbursement, and (4) stating that all previous disbursements of FF&E Reserve Funds have been used to pay the previously identified Approved FF&E Expenditure, and (B) such other evidence as Lender shall reasonably request to demonstrate that the Approved FF&E Expenditure to be funded by the requested disbursement have been completed and are PIP Dedicated paid for or will be paid upon such disbursement to Borrower. (c) During the occurrence and continuation of an Event of Default, Borrower shall have no right to receive any funds from the FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Funds.

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, Lender shall direct Servicer to disburse FF&E Reserve Funds to Borrower Borrowers out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower Borrowers to Lender of a request therefor (but not more often than once each calendar per month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expense; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further) provided that: (i) such disbursement is for an Approved FF&E Expenditure; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrowers (1) stating that the items to be funded by the requested disbursement are Approved FF&E Expenditure, and a description thereof, (a2) stating that all Approved FF&E Expenditure (or the portion relevant portions thereof) to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) stating that the Approved FF&E Expenditure to be funded have not been the subject of a previous disbursement, (4) stating that all previous disbursements of FF&E Reserve Funds have been used to pay the previously identified Approved FF&E Expenditure, and (5) stating that are PIP Dedicated 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 FF&E Reserve Funds shall Expenditure and not be available previously delivered to Lender, (C) copies of appropriate lien waivers or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, for disbursement requests in excess of $50,000, a title search for the applicable Property indicating that the applicable Property is free from all Liens, claims and other encumbrances not previously approved by Lender or otherwise constituting a Permitted Encumbrance, (E) such other evidence as Lender shall reasonably request to demonstrate that the Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are Expenditure to be made available pursuant funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Section 4.34(e) (subject to reallocations as set forth herein) Borrowers and (biii) if such disbursement request is for $50,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) performance of the portion of work associated with such Approved FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Expenditure.

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, (a) Lender shall direct Servicer to disburse the FF&E Reserve Funds to the applicable Borrower out of the FF&E Reserve Account, within ten (10) days after Account upon satisfaction by such Borrower of each of the delivery by Borrower following conditions with respect to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided thatsuch disbursement: (i) such disbursement is for an Approved FF&E ExpenseExpense or an Approved Capital Expenditure; (ii) such Borrower shall submit a request for payment to Lender has received invoices evidencing that at least ten (10) days prior to the costs for date on which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Borrower requests such payment be made, which request shall specify the Approved FF&E ExpensesExpenses and/or the Approved Capital Expenditures to be paid; (iii) Borrower has applied any amounts previously on the date such request is received by it in accordance with this Section for Lender and on the Approved FF&E Expenses date such payment is to which specific draws made hereunder relate be made, no Event of Default shall exist and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in questionremain uncured; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower Lender shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by have received an Officer’s Certificate from such Borrower stating that (A) stating that the conditions in items to be funded by the foregoing clauses (ii)requested disbursement are Approved FF&E Pool 2 Expenses and/or Approved Capital Expenditures, (iii) and (iv) have been satisfieda description thereof, (B) stating that the Approved all FF&E Expenses Work and all Capital Expenditures Work to be funded by such the requested disbursement have has been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsRequirements and the terms of the related Franchise Agreement, (C) identifying each Person that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, supplied materials or labor in connection with the Approved FF&E Expenses and/or 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 for work completed and/or materials furnished to date, (E) stating that the Approved FF&E Expenses and the Approved Capital Expenditures to be funded have not been the subject of a previous disbursement, and (F) stating that all previous disbursements of FF&E Reserve Funds have been used to pay the previously identified Approved FF&E Expenses and/or Approved Capital Expenditures; (v) Lender shall have received a copy of any license, permit or other approval required by any Governmental Authority in connection with the applicable FF&E Work or Capital Expenditures Work and not previously delivered to Lender; (vi) if the disbursement of FF&E Reserve Funds will exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) and if applicable, Lender shall have received, at Lender’s option, either (A) lien waivers or other evidence of payment satisfactory to Lender (or, in the case where such Person will be paid from the requested disbursement, such lien waivers or other evidence of payment satisfactory to Lender shall be delivered to Lender as a condition precedent to the next disbursement from the FF&E Reserve Account) or (B) 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 (vii) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the FF&E Work and/or the Capital Expenditures Work to be funded by the requested disbursement has been completed and is paid for or will be paid promptly in accordance with upon such disbursement to the invoices and lien waivers (where applicable) presentedapplicable Borrower. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from on the FF&E same day of such month as any other Reserve Account unless such requested disbursement is Funds are being disbursed in an amount greater than $10,000 (or a lesser amount if accordance with the total amount terms hereof. The insufficiency of any balance in the FF&E Reserve Account is less than $10,000, shall not relieve Borrowers from their obligation to fulfill all preservation and maintenance covenants in which case only one disbursement of the amount Loan Documents. Any FF&E Reserve Funds remaining in the account FF&E Reserve Account after the Obligations have been paid in full shall be madereturned to Borrowers. (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any FF&E Work or any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the FF&E Reserve Funds to complete any FF&E Work or any Capital Expenditures Work; (iii) obligate Lender to proceed with any FF&E Work or any Capital Expenditures Work; or (iv) obligate Lender to demand from any Borrower additional sums to complete any FF&E Work or any Capital Expenditures Work. (c) Each Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property owned by such Borrower during normal business hours (subject to the rights of Tenants under their Leases and guests staying at the Property) to inspect the progress of any FF&E Work or any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Work or such Pool 2 Capital Expenditures Work. Each Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.5.2(c). Further, . (ad) the portion If a disbursement of FF&E Reserve Funds that are PIP Dedicated relates to any FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs Work or any Capital Expenditures Work having a total cost in excess of the amount of and Alteration Threshold for the purpose for which such PIP Dedicated FF&E Reserve Funds are applicable Property, Lender may require an inspection of the applicable Property at Borrowers’ expense prior to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion making a disbursement of FF&E Reserve Funds in order to verify completion of the FF&E Work and/or the Capital Expenditures Work for which reimbursement is sought. Lender may require that are not PIP Dedicated such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of FF&E Reserve Funds Funds. Borrowers shall not pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, Borrowers shall provide or cause to be available for Flagging Costs (until provided workmen’s compensation insurance, builder’s risk insurance, public liability insurance and other insurance to the extent required under applicable law in connection with the FF&E Work or the Capital Expenditures Work, as applicable. All such time, if at all, such funds are dedicated policies shall be in form and amount satisfactory to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Lender.

Release of FF&E Reserve Funds. Provided no Event of Default is continuingcontinuing and no Enforcement has occurred, and subject to the last sentence of this Section 6.8.2, Lender shall direct Servicer to disburse FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided that: (i) such disbursement is for an Approved FF&E Expense or for an Approved Scheduled PIP Expense; provided that disbursement from the FF&E Reserve Account for Approved Scheduled PIP Expenses shall be limited to $10,000,000 per annum (the “Available FF&E Credit”) but shall be without duplication of amounts disbursed for Schedule PIPs from the Scheduled PIP Reserve Account or the Cash Collateral Account; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv))intentionally omitted; and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presented. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further, (a) the portion of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e)).

Release of FF&E Reserve Funds. Provided no Event of Default is continuing(a) Lender shall, and subject to the last sentence of this Section 6.8.2, Lender or shall direct Servicer to to, disburse the FF&E Reserve Funds to (or at the direction of) Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, Account provided that: (i) such disbursement is for an Approved FF&E Expense; Expense and (ii) Lender has received invoices evidencing that Borrower shall have satisfied (or caused the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000satisfaction of) and are in respect each of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (Reserve Disbursement Conditions with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for each such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) and (iv) have been satisfied, (B) that the Approved FF&E Expenses to be funded by such disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, the Approved FF&E Expenses to be funded by the requested disbursement will be paid promptly in accordance with the invoices and lien waivers (where applicable) presenteddisbursement. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the each disbursement of FF&E Reserve Account unless such requested disbursement is Funds must be in an amount greater not less than $10,000 the Minimum Disbursement Amount (or a lesser amount if the total amount in the of FF&E Reserve Account Funds is less than $10,000the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any FF&E Work or Additional PIP Work, as applicable; (ii) require Lender to expend funds in addition to the FF&E Reserve Funds to complete any FF&E Work or Additional PIP Work, as applicable; (iii) obligate Lender to proceed with any FF&E Work or Additional PIP Work, as applicable; or (iv) obligate Lender to demand from Borrower additional sums to complete any FF&E Work or Additional PIP Work, as applicable. (c) Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any FF&E Work or Additional PIP Work, as applicable and all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Work or Additional PIP Work, as applicable. Further, Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in Section 6.5.2(d). (ad) the portion If a disbursement of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for will exceed $50,000.00, Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds in order to verify completion of the FF&E Work or Additional PIP Work, as applicable for which reimbursement is sought. Lender may require that are not such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of FF&E Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under applicable law in connection with FF&E Work or Additional PIP Dedicated Work, as applicable. All such policies shall be in form and amount satisfactory to Lender. (f) If there is an Additional PIP required by Franchisor and Borrower intends to use FF&E Reserve Funds to pay all or a portion of the costs and expenses incurred to perform and complete such Additional PIP Work, Borrower shall prior to the initial disbursement of FF&E Reserve Funds in respect of such Additional PIP Work provide Lender with a detailed explanation of all Additional PIP Work then outstanding or required by Franchisor to be completed in connection therewith specifying the completion date required by Franchisor for each item, together with a budget reflecting the costs for completion and estimated date of completion for each item. Upon Lender’s reasonable request, Borrower shall update such explanation from time to time. (g) To the extent that any FF&E Work and Additional PIP Work consists of the procurement or acquisition from a vendor or supplier of goods or materials to be shipped and/or that must be manufactured and require the payment of a good faith deposit in advance of such shipping and/or manufacture, as the case may be, Borrower may request a sum (not be available to exceed $400,000 outstanding at any one time) to pay such deposit (either to Borrower or, at Lender’s election, directly to such vendor or contractor), subject to such additional requirements as Lender may reasonably make in order to ensure as soon as possible Lender shall have a perfected security interest in any such good or materials, including, which, in Lender’s reasonable judgment may include, without limitation, obtaining assignments of contracts, warehouseman waivers and/or subordination agreements and evidence of proper insurance coverage for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit goods in accordance with Section 4.34(e))transit or storage.

Release of FF&E Reserve Funds. Provided no Event (a) During any period of Default time in which Borrower is continuing, and subject required to deposit the last sentence Monthly FF&E Deposit with or on behalf of this Section 6.8.2Lender, Lender shall direct Servicer to disburse FF&E Reserve Funds make disbursements to Borrower out of from the FF&E Reserve Account, within ten (10) days after the delivery Account for FF&E Work upon satisfaction by Borrower of each of the following conditions with respect to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided thatsuch disbursement: (i) such disbursement is for an Approved FF&E Expense; (ii) Borrower shall submit a request for payment to Lender has received invoices evidencing that at least ten (10) days prior to the costs for date on which Borrower requests such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for payment be made, which request shall specify the Approved FF&E Expenses to which specific draws made hereunder relate be paid; (iii) on the date such request is received by Lender and received any lien waivers or other releases (with respect on the date such payment is to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; made, no Event of Default shall exist and remain uncured, and (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property Lender shall have received (provided, if the condition set forth in this clause (iv1) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) stating that the conditions in items to be funded by the foregoing clauses (ii)requested disbursement are Approved FF&E Expenses, (iii) and (iv) have been satisfieda description thereof, (B) stating that the all Approved FF&E Expenses to be funded by such the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsApplicable Law, (C) identifying each Person that supplied materials or labor in connection with the Approved FF&E Expenses 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 copies Approved FF&E Expenses to be funded have not been the subject of invoices a previous disbursement, and evidence (F) stating that all previous disbursements of lien waivers FF&E Reserve Funds have been used to pay the previously identified Approved FF&E Expenses, (2) a copy of any license, permit or other approval to the extent required aboveby any Governmental Authority in connection with the Approved FF&E Expenses and not previously delivered to Lender, (3) attached upon Lender’s request for any Approved FF&E Expense item in excess of $25,000.00, lien waivers (which may be conditioned on payment of the requested amount) or other evidence of payment satisfactory to such Officer’s Certificate are true, complete and correct Lender to the Borrowerextent such request is for reimbursement, (4) at Lender’s knowledgeoption, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, provided that Lender shall not request such a title search more than two (2) times in any calendar year, and (D5) upon such disbursement other evidence as Lender shall reasonably request to Borrower, demonstrate that the Approved FF&E Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid promptly in accordance with the invoices and lien waivers (where applicable) presentedupon such disbursement to Borrower. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and . (b) Nothing in this Section 3.3.2 shall (i) make Lender shall not be required responsible for performing or completing any FF&E Work; (ii) require Lender to make disbursements from expend funds in addition to the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 Funds to complete any FF&E Work; (iii) obligate Lender to proceed with any FF&E Work; or a lesser amount if (iv) obligate Lender to demand from Borrower additional sums to complete any FF&E Work. (c) Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the total amount in Property during normal business hours to inspect the progress of any FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Further, (a) the portion of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Work.

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, (a) Lender shall direct Servicer to disburse the FF&E Reserve Funds to the applicable Borrower out of the FF&E Reserve Account, within ten (10) days after Account upon satisfaction by such Borrower of each of the delivery by Borrower following conditions with respect to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided thatsuch disbursement: (i) such disbursement is for an Approved FF&E ExpenseExpense or an Approved Capital Expenditure; (ii) such Borrower shall submit a request for payment to Lender has received invoices evidencing that at least ten (10) days prior to the costs for date on which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Borrower requests such payment be made, which request shall specify the Approved FF&E ExpensesExpenses and/or the Approved Capital Expenditures to be paid; (iii) Borrower has applied any amounts previously on the date such request is received by it in accordance with this Section for Lender and on the Approved FF&E Expenses date such payment is to which specific draws made hereunder relate be made, no Event of Default shall exist and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in questionremain uncured; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower Lender shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by have received an Officer’s Certificate from such Borrower stating that (A) stating that the conditions in items to be funded by the foregoing clauses (ii)requested disbursement are Approved FF&E Expenses and/or Approved Capital Expenditures, (iii) and (iv) have been satisfieda description thereof, (B) stating that the Approved all FF&E Expenses Work and all Capital Expenditures Work to be funded by such the requested disbursement have has been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsRequirements and the terms of the related Franchise Agreement, (C) identifying each Person that the copies of invoices and evidence of lien waivers (to the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledge, and (D) upon such disbursement to Borrower, supplied materials or labor in connection with the Approved FF&E Expenses and/or 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 for work completed and/or materials furnished to date, (E) stating that the Approved FF&E Expenses and the Approved Capital Expenditures to be funded have not been the subject of a previous disbursement, and (F) stating that all previous disbursements of FF&E Reserve Funds have been used to pay the previously identified Approved FF&E Expenses and/or Approved Capital Expenditures; (v) Lender shall have received a copy of any license, permit or other approval required by any Governmental Authority in connection with the applicable FF&E Work or Capital Expenditures Work and not previously delivered to Lender; (vi) if the disbursement of FF&E Reserve Funds will exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) and if applicable, Lender shall have received, at Lender’s option, either (A) lien waivers or other evidence of payment satisfactory to Lender (or, in the case where such Person will be paid from the requested disbursement, such lien waivers or other evidence of payment satisfactory to Lender shall be delivered to Lender as a condition precedent to the next disbursement from the FF&E Reserve Account) or (B) 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 (vii) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the FF&E Work and/or the Capital Expenditures Work to be funded by the requested disbursement has been completed and is paid for or will be paid promptly in accordance with upon such disbursement to the invoices and lien waivers (where applicable) presentedapplicable Borrower. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from on the FF&E same day of such month as any other Reserve Account unless such requested disbursement is Funds are being disbursed in an amount greater than $10,000 (or a lesser amount if accordance with the total amount terms hereof. The insufficiency of any balance in the FF&E Reserve Account is less than $10,000, shall not relieve Borrowers from their obligation to fulfill all preservation and maintenance covenants in which case only one disbursement of the amount Loan Documents. Any FF&E Reserve Funds remaining in the account FF&E Reserve Account after the Obligations have been paid in full shall be madereturned to Borrowers. (b) Nothing in this Section 6.5.2 shall (i) make Lender responsible for performing or completing any FF&E Work or any Capital Expenditures Work; (ii) require Lender to expend funds in addition to the FF&E Reserve Funds to complete any FF&E Work or any Capital Expenditures Work; (iii) obligate Lender to proceed with any FF&E Work or any Capital Expenditures Work; or (iv) obligate Lender to demand from any Borrower additional sums to complete any FF&E Work or any Capital Expenditures Work. (c) Each Borrower shall permit Lender and Lender’s agents and representatives (including Lender’s engineer, architect or inspector) or third parties to enter onto the Property owned by such Borrower during normal business hours (subject to the rights of Tenants under their Leases and guests staying at the Property) to inspect the progress of any FF&E Work or any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Work or such Capital Expenditures Work. Each Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.5.2(c). Further, Pool 1 (ad) the portion If a disbursement of FF&E Reserve Funds that are PIP Dedicated relates to any FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs Work or any Capital Expenditures Work having a total cost in excess of the amount of and Alteration Threshold for the purpose for which such PIP Dedicated FF&E Reserve Funds are applicable Property, Lender may require an inspection of the applicable Property at Borrowers’ expense prior to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion making a disbursement of FF&E Reserve Funds in order to verify completion of the FF&E Work and/or the Capital Expenditures Work for which reimbursement is sought. Lender may require that are not PIP Dedicated such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of FF&E Reserve Funds Funds. Borrowers shall not pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, Borrowers shall provide or cause to be available for Flagging Costs (until provided workmen’s compensation insurance, builder’s risk insurance, public liability insurance and other insurance to the extent required under applicable law in connection with the FF&E Work or the Capital Expenditures Work, as applicable. All such time, if at all, such funds are dedicated policies shall be in form and amount satisfactory to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Lender.

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, Lender shall direct Servicer to disburse make disbursements from the FF&E Reserve Funds to for the cost of Approved FF&E Expenditures incurred by Borrower out upon satisfaction by Borrower of each of the FF&E Reserve Account, within following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) days after Business Days prior to the delivery date on which Borrower requests such payment be made, which request shall specify the Approved FF&E Expenditures to be paid and shall be accompanied by Borrower copies of paid invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; and (c) Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided that: shall have received (i) such disbursement is for an Approved FF&E Expense; (ii) Lender has received invoices evidencing that the costs for which such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in question; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) stating that the conditions in items to be funded by the foregoing clauses (ii)requested disbursement for Approved FF&E Expenditures, (iii) and (iv) have been satisfieda description thereof, (B) stating that the all Approved FF&E Expenses Expenditures to be funded by such the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsRequirements and, to the extent applicable, the Franchise Agreement, (C) identifying each Person that supplied materials or labor in connection with the Approved FF&E 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 copies Approved FF&E Expenditures to be funded have not been the subject of invoices and evidence a previous disbursement, (F) stating that all previous disbursements of lien waivers (FF&E Reserve Funds have been used to pay the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledgepreviously identified Approved FF&E Expenditures, and (DG) upon such disbursement stating that all outstanding trade payables relating to Borrower, the Approved FF&E Expenses Expenditures (other than those to be paid from the requested disbursement) have been paid in full; (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the Approved FF&E Expenditures and not previously delivered to Lender; (iii) if required by Lender for requests in excess of Fifty Thousand and No/100 Dollars ($50,000.00) in the aggregate, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment; (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens other than Permitted Encumbrances; and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved FF&E Expenditures to be funded by the requested disbursement has been completed and paid for or will be paid promptly in accordance with the invoices and lien waivers (where applicable) presentedupon such disbursement to Borrower. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such as requested disbursement is by Borrower on a monthly basis in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is increments of no less than Twenty Five Thousand and No/100 Dollars ($10,000, in which case only one disbursement 25,000.00) per disbursement. Lender may require an inspection of the amount remaining Property or any portion thereof at Borrower’s expense prior to making a monthly disbursement in the account shall be made). Further, order to verify completion of improvements in excess of Twenty-Five Thousand and No/100 Dollars (a$25,000.00) the portion of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds that are not PIP Dedicated FF&E Reserve Funds shall not be available for Flagging Costs (until such time, if at all, such funds are dedicated to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))reimbursement is sought.

Release of FF&E Reserve Funds. Provided no Event of Default is continuing, and subject to the last sentence of this Section 6.8.2, (a) Lender shall direct Servicer to disburse the FF&E Reserve Funds to Borrower out of the FF&E Reserve Account, within ten (10) days after the delivery Account upon satisfaction by Borrower of each of the following conditions with respect to Lender of a request therefor (but not more often than once each calendar month), in increments of at least $10,000, provided thatsuch disbursement: (i) such disbursement is for an Approved FF&E Expense; (ii) Borrower shall submit a request for payment to Lender has received invoices evidencing that at least ten (10) days prior to the costs for date on which Borrower requests such disbursements are requested are due and payable (other than for costs and expenses less than or equal to $10,000) and are in respect of Approved FF&E Expenses; (iii) Borrower has applied any amounts previously received by it in accordance with this Section for payment be made, which request shall specify the Approved FF&E Expenses to which specific draws made hereunder relate and received any lien waivers or other releases (with respect to any Approved FF&E Expense greater than $10,000) which would customarily be obtained with respect to the work in questionpaid; (iv) with respect to disbursements of PIP Dedicated FF&E Reserve Funds, the total remaining estimated New/Renewal Flagging Costs for the applicable Individual Property is not in excess of the amount of the New/Renewal Flagging Costs set forth in the Approved Flagging Budget for such Individual Property less the aggregate amount of all prior disbursements of PIP Dedicated FF&E Reserve Funds and other payments by Borrower for New/Renewal Flagging Costs for such Individual Property (provided, if the condition set forth in this clause (iv) is not met, Borrower shall be permitted to post cash or other forms of security with Lender comparable to the provisions governing security in Section 4.34(e)(iv)); and (v) the request for the disbursement is accompanied by an Officer’s Certificate from Borrower stating that (A) the conditions in the foregoing clauses (ii), (iii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, and (iv) Lender shall have been satisfiedreceived (1) an Officer's Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved FF&E Expenses, and a description thereof, (B) stating that the all Approved FF&E Expenses to be funded by such the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the Approved FF&E Expenses 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 copies Approved FF&E Expenses to be funded have not been the subject of invoices and evidence a previous disbursement, (F) stating that all previous disbursements of lien waivers (FF&E Reserve Funds have been used to pay the extent required above) attached to such Officer’s Certificate are true, complete and correct to the Borrower’s knowledgepreviously identified Approved FF&E Expenses, and (DG) upon 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 FF&E Expenses 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 the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (5) such disbursement other evidence as Lender shall reasonably request to Borrower, demonstrate that the Approved FF&E Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid promptly in accordance with the invoices and lien waivers (where applicable) presentedupon such disbursement to Borrower. Lender shall not be required to disburse FF&E Reserve Funds more frequently than once each calendar month, and Lender shall not be required to make disbursements from the FF&E Reserve Account unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). (b) Nothing in this Section 6.8.2 shall (i) make Lender responsible for performing or completing any FF&E Work; (ii) require Lender to expend funds in addition to the FF&E Reserve Funds to complete any FF&E Work; (iii) obligate Lender to proceed with any FF&E Work; or (iv) obligate Lender to demand from Borrower additional sums to complete any FF&E Work. (c) Borrower shall permit Lender and Lender's agents and representatives (including Lender's engineer, architect or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any FF&E Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such FF&E Work. Further, Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other Persons described above in connection with inspections described in this Section 6.8.2{c). (ad) the portion If a disbursement of FF&E Reserve Funds that are PIP Dedicated FF&E Reserve Funds shall not be available for will exceed $25,000.00, Lender may require an inspection of the Property at Borrower's expense prior to making a disbursement for Approved FF&E Expenses other than New/Renewal Flagging Costs in the amount of and for the purpose for which such PIP Dedicated FF&E Reserve Funds are to be made available pursuant to Section 4.34(e) (subject to reallocations as set forth herein) and (b) the portion of FF&E Reserve Funds in order to verify completion of the FF&E Work for which reimbursement is sought. Lender may require that are not PIP Dedicated such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of FF&E Reserve Funds Funds. Borrower shall not pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect. (e) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be available for Flagging Costs (until provided workmen's compensation insurance, builder's risk insurance, public liability insurance and other insurance to the extent required under applicable law in connection with the FF&E Work. All such time, if at all, such funds are dedicated policies shall be in form and amount satisfactory to New/Renewal Flagging Costs by application of an Available FF&E Credit in accordance with Section 4.34(e))Lender.