Common use of Replacement Escrow Fund Clause in Contracts

Replacement Escrow Fund. So long as no Default or Event of Default exists hereunder, Administrative Agent shall credit for Borrowers' account interest at the interest rate actually available to Administrative Agent's servicer on the funds held in such account, as determined by Administrative Agent in its sole discretion. Borrowers hereby pledge to Administrative Agent for the benefit of the Lenders, and grant a security interest in, any and all monies now or hereafter deposited in the Replacement Escrow Fund as additional security for the payment of the Loan. Administrative Agent may reasonably reassess its estimate of the amount necessary for the Replacement Escrow Fund from time to time and may adjust the monthly amounts required to be deposited into the Replacement Escrow Fund upon thirty (30) days notice to Borrowers. Administrative Agent shall make disbursements from the Replacement Escrow Fund as requested by Borrowers, and approved by Administrative Agent in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrowers of Administrative Agent's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Administrative Agent for any draw request for an invoice exceeding $15,000.00, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Administrative Agent may require an inspection of the Borrowing Base Assets at Borrowers' expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Escrow Fund shall be held without interest in Administrative Agent's name and may be commingled with Administrative Agent's general funds at financial institutions selected by Administrative Agent in its reasonable discretion. Upon the occurrence of an Event of Default, Administrative Agent may apply any sums then present in the Replacement Escrow Fund to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Replacement Escrow Fund shall constitute additional security for the Loan. Administrative Agent shall have no obligation to release any of the Replacement Escrow Fund while any Event of Default or Default exists. All costs and expenses incurred by Administrative Agent in the disbursement of any of the Replacement Escrow Fund shall be paid by Borrowers promptly upon demand or, at Administrative Agent's sole discretion, deducted from the Replacement Escrow Fund.

Replacement Escrow Fund. So long as no Default If initially or Event of Default exists hereundersubsequently required by Mortgagee, Administrative Agent Mortgagor shall credit for Borrowers' account interest at the interest rate actually available pay to Administrative Agent's servicer Mortgagee on the funds held in such account, as determined by Administrative Agent in its sole discretion. Borrowers hereby pledge to Administrative Agent for the benefit first day of each calendar month one-twelfth of the Lenders, product of multiplying the annual gross revenues from the Mortgaged Property (as reasonably estimated by Mortgagee from time to time) by three percent (the amount reasonably estimated by Mortgagee to be due for replacements and grant capital repairs required to be made to the Mortgaged Property during each calendar year) (the "Replacement Escrow Fund"). Mortgagor hereby pledges (and grants a lien and security interest in, interest) to Mortgagee any and all monies now or hereafter deposited in the Replacement Escrow Fund as additional security for the payment of the LoanDebt. Administrative Agent may reasonably reassess its estimate of As required in Section 18 below, Mortgagor shall deliver to Mortgagee for Mortgagee's review and approval, a capital expenditure budget (the amount necessary for "Budget") itemizing the Replacement Escrow Fund from time replacements and capital repairs which are anticipated to time and may be made to the Mortgaged Property during the next immediately succeeding calendar year. Mortgagee may, upon notice to Mortgagor, adjust the monthly amounts required to be deposited into the Replacement Escrow Fund upon thirty (30) days notice to Borrowersa monthly amount equal to one-twelfth of the total amount specified in each approved Budget. Administrative Agent So long as no Event of Default exists and is continuing, Mortgagee shall make disbursements from the Replacement Escrow Fund as requested by Borrowers, and for items specified in each approved by Administrative Agent in its reasonable discretion, Budget on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrowers Mortgagor of Administrative AgentMortgagee's standard form of draw request accompanied by copies of paid invoices (or unpaid invoices to be paid from such requested disbursement; provided, however, that disbursements with respect to unpaid invoices shall not exceed $20,000 during any calendar quarter) for the amounts requested and, if required by Administrative Agent for any draw request for an invoice exceeding $15,000.00Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment, delivery of such certificates and certifications as Mortgagee may require, including but not limited to a new certificate of occupancy for the portion of the Improvements covered by such repairs, if a new certificate of occupancy is required by applicable law, or a certification by Mortgagor that no new certificate of occupancy is required and for disbursement requests in excess of $20,000.00, if requested by Mortgagee a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed repairs or capital improvements, verifying the completion of the completed work and the compliance with applicable law and reimbursement of all out-of-pocket inspection fees incurred by Mortgagee. Administrative Agent Mortgagee may require an inspection of the Borrowing Base Assets at Borrowers' expense Mortgaged Property prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is soughtrepairs. Mortgagee reserves the right to make any disbursement from the Replacement Escrow Fund directly to the party furnishing materials and/or services. The Replacement Escrow Fund is solely for the protection of Mortgagee and entails no responsibility or obligation on Mortgagee's part beyond the payment of the costs and expenses described in this section in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. In the event that the amounts on deposit or available in the Replacement Escrow Fund are inadequate to pay the costs of such repairs or capital expenditure, Mortgagor shall be held without interest pay the amount of such deficiency. Until expended or applied as above provided, any amounts in Administrative Agent's name and may be commingled with Administrative Agent's general funds at financial institutions selected by Administrative Agent in its reasonable discretionthe Replacement Escrow Fund shall constitute additional security for the Debt. Upon the occurrence of an Event of Default, Administrative Agent Mortgagee may apply any sums then present in the Replacement Escrow Fund to the payment of the Loan Debt in any order in its reasonable sole discretion. Until expended or applied as above provided, the Replacement Escrow Fund shall constitute additional security for the Loan. Administrative Agent shall have no obligation to release any Upon payment of the Replacement Escrow Fund while Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any Event of Default or Default exists. All costs and expenses incurred by Administrative Agent amounts remaining in the disbursement of any of the Replacement Escrow Fund shall be paid refunded to Mortgagor. The Replacement Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Borrowers promptly upon demand or, Mortgagee. The Replacement Escrow Fund shall be held in an account in Mortgagee's name (or such other account name style as Mortgagee may elect) at Administrative Agent's a financial institution selected by Mortgagee in its sole discretion. Mortgagor shall be entitled to, deducted from and shall report under its federal tax identification number, the amount earned, if any, on the Replacement Escrow Fund at a yield equal to that which would accrue on such funds by taking the average of the interest rate paid on each tier (if any) of such institution's basic business checking with interest account and the interest rates paid on each tier (if any) of such institution's business money market savings account, as such rates change from time to time, as quoted by the institution with which Mortgagee (or its servicer) deposits the Replacement Escrow Fund ("Mortgagor's Interest"), or if such institution does not have established basic business checking with interest and business money market savings accounts (or if rates for such accounts cannot otherwise be determined in connection with the deposit of such Replacement Escrow Fund), then at such average of comparable rates as quoted by Bank One, Texas, N.A., Mortgagor's Interest, less applicable administrative fees (if any), shall be and become part of such Replacement Escrow Fund and shall be disbursed as provided in this section. Mortgagee shall not be responsible for obtaining a specific return or yield on such deposit and, unless otherwise prohibited by applicable law, shall be entitled to retain any fees or other earnings in excess of Mortgagor's Interest paid in connection with the deposit or placement of any Replacement Escrow Fund. Mortgagee will cause to be furnished to Mortgagor on an annual basis such income tax reporting forms as are required by applicable law.

Replacement Escrow Fund. So long as no Default or Event of Default exists hereunder, Administrative Agent Borrower shall credit for Borrowers' account interest at the interest rate actually available pay to Administrative Agent's servicer Lender on the funds held in such accounteleventh day of each calendar month an amount equal to one-twelfth of the annual amount listed for each Individual Property on Schedule 13.B, as determined being the amount estimated by Administrative Agent Lender in its sole discretiondiscretion to be due for replacements and repairs required to be made to each Individual Property during each calendar (the "REPLACEMENT ESCROW FUND"). Borrowers hereby pledge to Administrative Agent Beginning January 11, 1999, and every January 11th thereafter for the benefit term of the LendersLoan, and grant a security interest in, any and all monies now or hereafter deposited in Borrower shall pay Lender an amount equal to one twelfth of 102.5% of the previously required annual Replacement Escrow Fund as additional security amount for each Individual Property on each monthly payment date for one year (or until the payment of Loan is defeased in full with respect to each such Individual Property pursuant to Paragraph 2.F hereof). Notwithstanding the Loan. Administrative Agent foregoing, Lender may reasonably reassess its estimate of the amount necessary for the Replacement Escrow Fund for any one or more or all of the Individual Properties from time-to-time to time and in its reasonable discretion, and may adjust the monthly amounts required to be deposited into the Replacement Escrow Fund upon thirty (30) after giving 30 days notice to BorrowersBorrower. Administrative Agent If an adjustment is made, Borrower shall be required to pay the adjusted monthly amount until January 11th following one year from the date the first adjusted monthly payment is made. Commencing at that time, and every January 11th thereafter for the term of the Loan, Borrower shall pay Lender an amount equal to one twelfth of 102.5% of the previously required annual Replacement Escrow Fund amount on each monthly payment date for one year. Provided that no Event of Default shall exist and remain uncured, Lender shall make disbursements from the Replacement Escrow Fund as requested requested, in writing, by BorrowersBorrower, and approved by Administrative Agent Lender in its reasonable sole discretion, on a quarterly one-time-each monthly basis with respect to all Properties in increments of no less than $5,000.00 1,000.00 upon delivery by Borrowers Borrower of Administrative Agent's standard form of draw request accompanied by copies of paid invoices (or with respect to requests in excess of $10,000.00 (regardless of whether applicable to one or more Individual Properties), unpaid invoices) for the amounts requested andrequested, if required by Administrative Agent for any draw request for an invoice exceeding $15,000.00, lien waivers a certification from Borrower stating: (a) the nature and releases from all parties furnishing materials and/or services in connection with the requested payment. Administrative Agent may require an inspection type of the Borrowing Base Assets at Borrowers' expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Escrow Fund shall be held without interest in Administrative Agent's name and may be commingled with Administrative Agent's general funds at financial institutions selected by Administrative Agent in its reasonable discretion. Upon related replacement or repair, (b) that the occurrence of an Event of Default, Administrative Agent may apply any sums then present in the Replacement Escrow Fund to the payment of the Loan in any order in its reasonable discretion. Until expended related replacement or applied as above provided, the Replacement Escrow Fund shall constitute additional security for the Loan. Administrative Agent shall have no obligation to release any of the Replacement Escrow Fund while any Event of Default or Default exists. All costs and expenses incurred by Administrative Agent in the disbursement of any of the Replacement Escrow Fund shall be paid by Borrowers promptly upon demand or, at Administrative Agent's sole discretion, deducted from the Replacement Escrow Fund.repair has been

Replacement Escrow Fund. So long as no Default or Event of Default exists hereunder, Administrative Agent Mortgagor shall credit for Borrowers' account interest at the interest rate actually available pay to Administrative Agent's servicer Mortgagee on the funds held first day of each calendar month one-twelfth of four percent (4%) of the total revenues of Mortgagor arising out of or in such account, connection with the Mortgaged Property during the preceding calendar year as determined the amount estimated by Administrative Agent Mortgagee in its sole discretiondiscretion to be due for replacements and capital repairs and repairs and replacements to furniture, fixtures and equipment required to be made to the Mortgaged Property during each calendar year (the "Replacement Escrow Fund"). Borrowers Mortgagor hereby pledge pledges to Administrative Agent for the benefit of the Lenders, and grant a security interest in, Mortgagee any and all monies now or hereafter deposited in the Replacement Escrow Fund as additional security for the payment of the LoanDebt. Administrative Agent Mortgagee may reasonably reassess its estimate of the amount necessary for the Replacement Escrow Fund from time to time in its sole discretion, and may adjust the monthly amounts required to be deposited into the Replacement Escrow Fund upon thirty (30) days notice to BorrowersMortgagor. Administrative Agent Mortgagee shall make disbursements from the Replacement Escrow Fund as requested by BorrowersMortgagor, and approved by Administrative Agent Mortgagee in its reasonable sole discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrowers Mortgagor of Administrative AgentMortgagee's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Administrative Agent for any draw request for an invoice exceeding $15,000.00Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Administrative Agent Mortgagee may require an inspection of the Borrowing Base Assets Mortgaged Property at Borrowers' Mortgagor's expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Escrow Fund shall be held without in an interest bearing account in Administrative AgentMortgagee's name and may be commingled with Administrative Agent's general funds at a financial institutions institution selected by Administrative Agent Mortgagee in its reasonable sole discretion and subject to an administrative fee determined by Mortgagee in its sole discretion. Upon the occurrence of an Event of Default, Administrative Agent Mortgagee may apply any sums then present in the Replacement Escrow Fund to the payment of the Loan Debt in any order in its reasonable sole discretion. Until expended or applied as above provided, the Replacement Escrow Fund shall constitute additional security for the LoanDebt. Administrative Agent shall have no obligation to release any of the The Replacement Escrow Fund while any Event of Default or Default existsshall not constitute a trust fund and may be commingled with other monies held by Mortgagee. All costs and expenses incurred by Administrative Agent in the disbursement of any of earnings or interest on the Replacement Escrow Fund shall be paid by Borrowers promptly upon demand or, at Administrative Agent's sole discretion, deducted from the and become part of such Replacement Escrow FundFund and shall be disbursed as provided in this paragraph.

Replacement Escrow Fund. So long as no Default or Event of Default exists hereunderAt Closing, Administrative Agent Borrower and Other Borrower shall credit for Borrowers' account interest at the interest rate actually available to Administrative Agent's servicer on the funds held in such account, as determined by Administrative Agent in its sole discretion. Borrowers hereby pledge to Administrative Agent for the benefit of the Lenders, and grant a security interest in, any and all monies now or hereafter deposited in the Replacement Escrow Fund as additional security for the payment of the Loan. Administrative Agent may reasonably reassess its estimate of the amount necessary for the Replacement Escrow Fund from time to time and may adjust the monthly amounts required to be deposited into the Replacement Escrow Fund upon thirty (30) days notice to Borrowers. Administrative Agent shall make disbursements reserve from the Replacement Escrow Fund as requested by Borrowers, and approved by Administrative Agent in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrowers of Administrative Agent's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Administrative Agent for any draw request for an invoice exceeding $15,000.00, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Administrative Agent may require an inspection of the Borrowing Base Assets at Borrowers' expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Escrow Fund shall be held without interest in Administrative Agent's name and may be commingled with Administrative Agent's general funds at financial institutions selected by Administrative Agent in its reasonable discretion. Upon the occurrence of an Event of Default, Administrative Agent may apply any sums then present in the Replacement Escrow Fund to the payment proceeds of the Loan an aggregate amount equal to $15,548.00; $9,950.72 of which shall be reserved by Borrower and $5,597.28 of which shall be reserved by Other Borrower. Borrower and Other Borrower shall also pay to Lender on the Payment Date in each calendar month an amount equal to $15,548.00 ($9,950.72 of which shall be reserved by Borrower and $5,597.28 of which shall be reserved by Other Borrower) which shall be deposited with and held by Lender in an interest-bearing account for the purposes specified in this Subsection. Funds paid to Lender pursuant to this Subsection, together with any order in its reasonable discretion. Until expended or applied interest thereon and additions thereto, may be referred to herein as above provided, the “Replacement Escrow Fund shall constitute additional security for the LoanFund”. Administrative Agent shall have no Borrower’s and Other Borrower’s obligation to release any of pay the Replacement Escrow Fund while any Event of Default or Default exists. All costs and expenses incurred by Administrative Agent in the disbursement of any of monthly amount for deposit into the Replacement Escrow Fund shall be paid by Borrowers promptly upon demand orsuspended during any time when the balance in the Replacement Escrow Fund equals or exceeds $554,583.00. At such time as the balance is less than $554,583.00, at Administrative Agent's sole discretionthen Borrower’s and Other Borrower’s obligation to make such monthly payments shall resume, deducted subject to subsequent suspension and resumption in accordance with the foregoing. Borrower and Other Borrower shall utilize funds drawn from the Replacement Escrow FundFund for the purchase, replacement and repairs of furnishings, fixtures and equipment required to be made to the Security Property or the Other Property and for any other work reasonably approved by Lender, provided such costs and expenses (i) are not incurred for routine maintenance at the Security Property or the Other Property , (ii) are not for items as to which other Reserves are established hereunder, and (iii) are categorized under generally accepted accounting principles as capital costs and not as operating expense. By means of example and not as a limitation, the Replacement Escrow Fund may be used for the following replacements: roofing, HVAC systems, window systems, flooring, landscaping, paving and appliances. Upon written application of Borrower and Other Borrower, Borrower and Other Borrower shall be entitled to draw upon the Replacement Escrow Fund to pay for costs for which such Reserve has been established after such costs shall have been incurred by Borrower and Other Borrower and invoiced, provided that the Disbursement Conditions shall have been satisfied. It is expressly agreed and understand that the Replacement Escrow Fund referenced in this Mortgage is the very same Replacement Escrow Fund which is identically referenced in the Other Mortgage. The Replacement Escrow Fund in both this Mortgage and the Other Mortgage shall be maintained in the aggregate by Lender with disbursement to Borrower or Other Borrower or otherwise as Lender may elect consistent with the terms and provisions of this Section 6(b) in the corresponding Section 6(b) of the Other Mortgage.

Replacement Escrow Fund. So long as no Default or Event of Default exists hereunderAt Closing, Administrative Agent Borrower and Other Borrower shall credit for Borrowers' account interest at the interest rate actually available to Administrative Agent's servicer on the funds held in such account, as determined by Administrative Agent in its sole discretion. Borrowers hereby pledge to Administrative Agent for the benefit of the Lenders, and grant a security interest in, any and all monies now or hereafter deposited in the Replacement Escrow Fund as additional security for the payment of the Loan. Administrative Agent may reasonably reassess its estimate of the amount necessary for the Replacement Escrow Fund from time to time and may adjust the monthly amounts required to be deposited into the Replacement Escrow Fund upon thirty (30) days notice to Borrowers. Administrative Agent shall make disbursements reserve from the Replacement Escrow Fund as requested by Borrowers, and approved by Administrative Agent in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrowers of Administrative Agent's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Administrative Agent for any draw request for an invoice exceeding $15,000.00, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Administrative Agent may require an inspection of the Borrowing Base Assets at Borrowers' expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Escrow Fund shall be held without interest in Administrative Agent's name and may be commingled with Administrative Agent's general funds at financial institutions selected by Administrative Agent in its reasonable discretion. Upon the occurrence of an Event of Default, Administrative Agent may apply any sums then present in the Replacement Escrow Fund to the payment proceeds of the Loan an aggregate amount equal to $15,548.00; $5,597.28 of which shall be reserved by Borrower and $9,950.72 of which shall be reserved by Other Borrower. Borrower and Other Borrower shall also pay to Lender on the Payment Date in each calendar month an amount equal to $15,548.00 ($5,597.28 of which shall be reserved by Borrower and $9,950.72 of which shall be reserved by Other Borrower) which shall be deposited with and held by Lender in an interest-bearing account for the purposes specified in this Subsection. Funds paid to Lender pursuant to this Subsection, together with any order in its reasonable discretion. Until expended or applied interest thereon and additions thereto, may be referred to herein as above provided, the “Replacement Escrow Fund shall constitute additional security for the LoanFund”. Administrative Agent shall have no Borrower’s and Other Borrower’s obligation to release any of pay the Replacement Escrow Fund while any Event of Default or Default exists. All costs and expenses incurred by Administrative Agent in the disbursement of any of monthly amount for deposit into the Replacement Escrow Fund shall be paid by Borrowers promptly upon demand orsuspended during any time when the balance in the Replacement Escrow Fund equals or exceeds $554,583.00. At such time as the balance is less than $554,583.00, at Administrative Agent's sole discretionthen Borrower’s and Other Borrower’s obligation to make such monthly payments shall resume, deducted subject to subsequent suspension and resumption in accordance with the foregoing. Borrower and Other Borrower shall utilize funds drawn from the Replacement Escrow FundFund for the purchase, replacement and repairs of furnishings, fixtures and equipment required to be made to the Security Property or the Other Property and for any other work reasonably approved by Lender, provided such costs and expenses (i) are not incurred for routine maintenance at the Security Property or the Other Property , (ii) are not for items as to which other Reserves are established hereunder, and (iii) are categorized under generally accepted accounting principles as capital costs and not as operating expense. By means of example and not as a limitation, the Replacement Escrow Fund may be used for the following replacements: roofing, HVAC systems, window systems, flooring, landscaping, paving and appliances. Upon written application of Borrower and Other Borrower, Borrower and Other Borrower shall be entitled to draw upon the Replacement Escrow Fund to pay for costs for which such Reserve has been established after such costs shall have been incurred by Borrower and Other Borrower and invoiced, provided that the Disbursement Conditions shall have been satisfied. It is expressly agreed and understand that the Replacement Escrow Fund referenced in this Mortgage is the very same Replacement Escrow Fund which is identically referenced in the Other Mortgage. The Replacement Escrow Fund in both this Mortgage and the Other Mortgage shall be maintained in the aggregate by Lender with disbursement to Borrower or Other Borrower or otherwise as Lender may elect consistent with the terms and provisions of this Section 6(b) in the corresponding Section 6(b) of the Other Mortgage.

Replacement Escrow Fund. So long as no Default or Event of Default exists hereunder, Administrative Agent Mortgagor shall credit for Borrowers' account interest at the interest rate actually available enter into a Replacement Reserve Agreement which shall require Mortgagor to Administrative Agent's servicer pay to Mortgagee on the funds held in such account, as determined by Administrative Agent in its sole discretion. Borrowers hereby pledge to Administrative Agent for the benefit first day of the Lenders, and grant a security interest in, any and all monies now or hereafter deposited in the Replacement Escrow Fund as additional security for the payment of the Loan. Administrative Agent may reasonably reassess its estimate each calendar month one twelfth (1/12) of the amount necessary reasonably estimated by Mortgagee to be due for the Replacement Escrow Fund from time replacements and capital repairs required to time be made to the Mortgaged Property during each calendar year (the "REPLACEMENT ESCROW FUND"). At least thirty (30) days prior to the end of each calendar year, Mortgagor shall deliver to Mortgagee for Mortgagee's review and may approval, a capital expenditure budget (the "BUDGET") itemizing the replacements and capital repairs which are anticipated to be made to the Mortgaged Property during the next immediately succeeding calendar year. Mortgagee may, upon notice to Mortgagor, adjust the monthly amounts required to be deposited into the Replacement Escrow Fund upon thirty to a monthly amount equal to one twelfth (301/12) days notice to Borrowersof the total amount specified in each approved Budget. Administrative Agent Mortgagee shall make disbursements from the Replacement Escrow Fund for items specified in each approved Budget or in the Replacement Reserve Agreement as requested by Borrowers, and approved by Administrative Agent set forth in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrowers of Administrative Agent's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Administrative Agent for any draw request for an invoice exceeding $15,000.00, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested paymentsuch Agreement. Administrative Agent Mortgagee may require an inspection of the Borrowing Base Assets at Borrowers' expense Mortgaged Property prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is soughtrepairs. The Replacement Escrow Fund shall be held without interest in Administrative Agent's name and may be commingled with Administrative Agent's general funds at financial institutions selected by Administrative Agent in its reasonable discretion. Upon Mortgagee reserves the occurrence of an Event of Default, Administrative Agent may apply right to make any sums then present in disbursement from the Replacement Escrow Fund directly to the payment party furnishing materials and/or services. Provided that (i) the Mortgagor named herein is the owner of the Mortgaged Property, (ii) there is no default by Mortgagor under the Loan in any order in its reasonable discretion. Until expended or applied as above providedDocuments and (iii) the Mortgaged Property is being properly maintained by Mortgagor, then the monthly deposits to the Replacement Escrow Fund shall constitute additional security for may be suspended so long as the Loan. Administrative Agent shall have no obligation to release any balance of the Replacement Escrow Fund while is equal to at least twenty-four times the monthly deposit required (the "CAP AMOUNT"), it being understood that if any Event of Default disbursements under the Replacement Reserve Agreement shall cause said balance to be less than the Cap Amount, or Default existsLoan No. All costs and expenses incurred by Administrative Agent in 3212525 if such balance shall for any other reason be less than the disbursement of any Cap Amount, the monthly deposits shall resume until the balance of the Replacement Escrow Fund shall be paid by Borrowers promptly upon demand or, at Administrative Agent's sole discretion, deducted from is again equal to the Replacement Escrow FundCap Amount.