Common use of Disbursements from Replacement Reserve Account Clause in Contracts

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the Replacement Reserve Fund from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifying the Replacements to be paid, (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, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Replacement Reserve Account unless such requested disbursement is in an amount greater than $25,000 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made). Lender shall not be obligated to make disbursements from the Replacement Reserve Account with respect to an Individual Property in excess of the amount allocated for such Individual Property.

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the Replacement Reserve Fund make disbursements from the Replacement Reserve Account from time to time Funds for the cost of Replacements incurred by Borrower upon satisfaction by Borrower’s Borrower of each of the following conditionsconditions with respect to each such disbursement: (a) Borrower shall submit a written Lender’s standard form of draw request for payment to Lender at least ten (10) days Business Days prior to the date on which Borrower requests such payment be made and specifying made, which request shall specify the Replacements to be paid, paid and shall be accompanied by 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 shall have received an Officers’ Certificate (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Replacements, and a description thereof, (B) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and, to Borrower’s knowledge, and in accordance with all applicable Legal Requirements and Environmental LawsRequirements, such certificate (C) identifying each Person that supplied materials or labor in connection with the Replacements to be accompanied 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 Replacements to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Replacement Reserve Funds have been used to pay the previously identified Replacements, and (G) stating that all outstanding costs and expenses relating to the Replacements (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 to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect and not previously delivered to the reimbursement to be funded by the requested disbursementLender, and (iii) stating that each such Person has been paid if required by Lender for requests in fullexcess of $65,000 for a single item, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to LenderLender and releases from all parties furnishing materials and/or services in connection with the requested payment, (div) if such disbursement is the final disbursement of Replacement Reserve Funds, Lender shall, at Lender’s option, a title search for such Individual the Property indicating that such Individual the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (ev) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Replacement Reserve Account unless such as requested disbursement is by Borrower on a monthly basis in an amount greater than $25,000 (or a lesser amount if the total amount in the Replacement Reserve Account is increments of no less than $25,000, in which case only one disbursement 5,000 per disbursement. Lender may require an inspection of the amount remaining Property at Borrower’s expense prior to making a monthly disbursement in the account shall be made). Lender shall not be obligated order to make disbursements from the Replacement Reserve Account with respect to an Individual Property verify completion of improvements in excess of the amount allocated $350,000 for such Individual Propertywhich reimbursement is sought.

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the Replacement Reserve Fund from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifying the Replacements to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, So long as no Default or Event of Default shall exist have occurred and remain uncuredbe continuing, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Replacement Reserve Account unless such Fund as requested by Borrowers and reasonably approved by Lender, which approval shall not be unreasonably conditioned, withheld or delayed, no more frequently than once in any thirty (30) day period and of no less than Five Thousand Dollars ($5,000) per disbursement is in an amount greater than $25,000 (or a lesser amount if the total amount in the Replacement Reserve Account at such time is less than Five Thousand Dollars ($25,0005,000)), upon delivery by Borrowers of Lender’s or Servicer’s standard form of draw request specifying the Replacements to be paid for on a Property-by-Property basis and accompanied by copies of paid invoices for or invoices to be paid with the amounts requested and, if required by Lender for requests in which case only one disbursement excess of One Hundred Seventy-Five Thousand Dollars ($175,000) for a single item, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the amount remaining applicable Property at Borrowers’ expense prior to making a monthly disbursement in the account shall be made)order to verify completion of replacements and repairs of items in excess of Two Hundred Thousand Dollars ($200,000) for which reimbursement is sought. Lender shall not be obligated to make disbursements cause any disbursement from the Replacement Reserve Account with respect Fund to an Individual Property be made within five (5) Business Days after receipt of Borrowers’ request and all required documentation provided that such request is reasonably approved by Lender. Notwithstanding the foregoing, Lender’s approval of any disbursement from the Replacement Reserve Fund shall not be required if the Replacements and the cost thereof for which such disbursement is sought is set forth in excess of the amount allocated for such Individual PropertyApproved Annual Budget then in effect.

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the Replacement Reserve Fund make disbursements from the Replacement Reserve Account from time to time Funds for the cost of Replacements incurred by Borrowers upon satisfaction by Borrower’s Borrowers of each of the following conditionsconditions with respect to each such disbursement: (ai) Borrower Borrowers shall submit a written Lender’s standard form of draw request for payment to Lender at least ten (10) days Business Days prior to the date on which Borrower requests Borrowers request such payment be made and specifying made, which request shall specify the Replacements to be paid, paid and shall be accompanied by copies of paid invoices for the amounts requested; (bii) 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 (ciii) Lender shall have received (1) an Officers’ Officer’s Certificate from Borrowers (iA) stating that all Replacements (or the portion thereof) at the applicable Individual Property items to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the are Replacements, and a description thereof, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iiiB) stating that each such Person has been paid in full, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by 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 Replacements 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 portion of the Replacements to be funded under such disbursement has not been funded under a prior disbursement, (F) stating that all previous disbursements of Replacement Reserve Funds have been used to pay the previously identified Replacements, and (G) stating that all outstanding trade payables relating to the Replacements (other than those to be paid from the requested disbursement) have been paid in full, (2) a copy of any license, permit or other approval by any Governmental Authority required in connection with the Replacements and not previously delivered to Lender, (3) if required by Lender for requests in excess of $10,000 for a single item, 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, (4) at Lender’s option, a title search for any Property at which Replacements were made indicating that such Property is free from all Liens, claims and other encumbrances other than Permitted Encumbrances and those previously approved by Lender, and (5) such other evidence as Lender shall reasonably request to demonstrate that the Replacements to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. Lender shall not be required to make disbursements from the Replacement Reserve Account unless such as requested disbursement is by Borrowers twice per month in an amount greater than $25,000 (or a lesser amount if the total amount respect of all applicable Properties in the Replacement Reserve Account is increments of no less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made)5,000 per disbursement. Lender shall not be obligated may require an inspection of any Property at which Replacements were made at Borrowers’ expense prior to make disbursements from the Replacement Reserve Account with respect making a monthly disbursement in order to an Individual Property verify completion of improvements in excess of the amount allocated $25,000 for which reimbursement is sought relating to such Individual PropertyProperties.

Disbursements from Replacement Reserve Account. Lender Administrative Agent shall disburse to Borrower the Replacement Reserve Fund from the Replacement Reserve Account from time to time time, but not more frequently than once in any thirty (30) day period, upon satisfaction by Borrower’s Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender Administrative Agent at least ten thirty (1030) days prior to the date on which Borrower requests such payment be made and specifying specifies the Replacements to be paid, (b) on the date such request is received by Lender Administrative Agent and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured, (c) Lender Administrative Agent shall have received an Officers’ Officer’s Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, and in accordance with all Legal Requirements applicable federal, state and Environmental Lawslocal laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacementsrules and regulations, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, disbursement and (iii) stating that each such Person has been paid in fullfull or will be paid in full upon such disbursement, such Officers’ Officer’s Certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to LenderAdministrative Agent, (d) at LenderAdministrative Agent’s option, Borrower shall furnish Administrative Agent with a title search for such Individual Property indicating that such Individual the Property is free from all Liens, claims and other encumbrances not previously approved by Lenderother than Permitted Encumbrances and other exceptions to title specifically set forth in the Title Insurance Policy, (e) Borrower shall furnish Administrative Agent with a certificate, qualified to the best of knowledge, reaffirming all representations and warranties of Borrower set forth in this Agreement (or indicating how such have changed) and in the other Loan Documents as of the date of the written request for payment of the Replacement Reserve, and (ef) Lender Administrative Agent shall have received such other evidence as Lender Administrative Agent shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrowerrequest. Lender Administrative Agent shall not be required to make disbursements from the Replacement Reserve Account unless such requested disbursement is in an amount greater than $25,000 10,000 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,00010,000, in which case only one disbursement of the amount remaining in the account shall be made). Lender ) and such disbursement shall not be obligated to make disbursements from the Replacement Reserve Account with respect to an Individual Property made only upon satisfaction of each condition contained in excess of the amount allocated for such Individual Propertythis Section 17.4.

Disbursements from Replacement Reserve Account. Lender shall disburse make disbursements to Borrower (or, at the Replacement Reserve Fund direction of Borrower in writing, and without limiting the provisions of this Section 7.3, to the Person that supplied materials or labor in connection with the Replacements to be funded by the requested disbursement) from the Replacement Reserve Account from time to time Funds for the cost of Replacements incurred by Borrower upon satisfaction by Borrower’s Borrower of each of the following conditionsconditions with respect to each such disbursement: (a) Borrower shall submit a written Lender’s standard form of draw request for payment to Lender at least ten (10) days Business Days prior to the date on which Borrower requests such payment be made and specifying made, which request shall specify the Replacements to be paid, paid and shall be accompanied by 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 shall have received an Officers’ Certificate (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Replacements, and a description thereof, (B) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and, to Borrower’s knowledge, and in accordance with all applicable Legal Requirements and Environmental LawsRequirements, such certificate (C) identifying each Person that supplied materials or labor in connection with the Replacements to be accompanied 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 Replacements to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Replacement Reserve Funds have been used to pay the previously identified Replacements, and (G) stating that all outstanding trade payables relating to the Replacements (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 to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect and not previously delivered to the reimbursement to be funded by the requested disbursementLender, and (iii) stating that each such Person has been paid if required by Lender for requests in fullexcess of $10,000 for a single item, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to LenderLender and releases from all parties furnishing materials and/or services in connection with the requested payment, (div) at Lender’s option, a title search for such Individual the applicable Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (ev) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Replacement Reserve Account unless such as requested disbursement is by Borrower on a monthly basis in an amount greater than $25,000 (or a lesser amount if the total amount in the Replacement Reserve Account is increments of no less than $25,0005,000 per disbursement, in which case only one disbursement except for the final draw for any Replacement. Lender may require an inspection of the amount remaining Properties or any Property at Borrower’s expense prior to making a monthly disbursement in the account shall be made). Lender shall not be obligated order to make disbursements from the Replacement Reserve Account with respect to an Individual Property verify completion of improvements in excess of the amount allocated $50,000 for such Individual Propertywhich reimbursement is sought.

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the If such Replacement Reserve Fund from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifying the Replacements to be paidis required, (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, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Replacement Reserve Account unless such Fund as requested disbursement is by Borrower or Manager, and reasonably approved by Lender, which approval shall not be unreasonably conditioned, withheld or delayed, no more frequently than once in an amount greater than $25,000 any thirty (or a lesser amount if the total amount in the Replacement Reserve Account is 30) day period of no less than Five Thousand Dollars ($25,0005,000) upon delivery by Borrower or Manager of Lender’s standard form of draw request accompanied by information of the type set forth on the sample reserve disbursement request schedule attached hereto as Schedule VII, copies of paid invoices for the amounts requested (with respect to requests in excess of Fifty Thousand Dollars ($50,000) for a single item) and, if required by Lender for requests in excess of One Hundred Thousand Dollars ($100,000) for a single item, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of replacements and repairs of items in excess of Two Hundred Fifty Thousand Dollars ($250,000) for which case only one reimbursement is sought. Lender shall cause the disbursement of the amount remaining in applicable Replacement Reserve Funds within five (5) Business Days after receipt of Borrower’s or Manager’s request and all required documentation. Notwithstanding the account shall be made). Lender shall not be obligated to make disbursements foregoing, Lender’s approval of any disbursement from the Replacement Reserve Account with respect to an Individual Property in excess Fund shall not be required and none of the amount allocated foregoing conditions shall be applicable if (a) the Replacement for which such Individual Propertydisbursement is sought is set forth in the Annual Budget, as approved by Lender, if and to the extent, required hereunder and (b) the cost of such Replacement does not cause such Annual Budget, as a whole, to deviate by more than five percent (5%).

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the Replacement Reserve Fund make disbursements from the Replacement Reserve Account from time as requested by Borrower to time pay Replacement Expenditures in accordance with the Approved Annual Budget no more frequently than once in any thirty (30) day period of no less than $15,000 upon satisfaction by Borrower’s Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten five (105) days Business Days prior to the date on which Borrower requests such payment be made and specifying specifies the Replacements Replacement Expenditure to be paid, (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, (c) Lender shall have received an Officers’ Officer’s Certificate (i) stating that that, to Borrower’s Knowledge, all Replacements (or the portion thereof) at the applicable Individual Property Replacement Expenditures to be funded by the requested disbursement have been completed performed in good and workmanlike manner and, to Borrower’s knowledge, and in accordance with all Legal Requirements applicable building codes, rules and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacementsregulations in all material respects, (ii) identifying each Person that supplied materials or labor in connection with the Replacements Replacement Expenditure performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been or will be paid amounts then due and payable to such Person in fullconnection with such Replacement Expenditure with the proceeds of such disbursement, such Officers’ Officer’s Certificate to be accompanied by (a) invoices for items of work or materials in excess of $25,000 and (b) lien waivers for items of work or other evidence materials in excess of payment satisfactory to Lender, (d) at Lender’s option, $25,000. Borrower shall not make a title search request for such Individual Property indicating that such Individual Property is free disbursement from all Liens, claims the Replacement Reserve Account more frequently than once in any calendar month and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Replacement Reserve Account with respect to any Individual Property unless such requested disbursement is in an amount greater than Twenty Five Thousand Dollars ($25,000 25,000) (or a lesser amount if the total amount in the Replacement Reserve Account is less than Twenty Five Thousand Dollars ($25,000), in which case only one disbursement of the amount remaining in the account shall be made)) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.2.2. Lender may require an inspection of the Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of replacements and repairs of items in excess of $250,000 with respect to an Individual Property in the aggregate for which reimbursement is sought. Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacement Expenditures. Lender shall not be obligated to make disbursements from the applicable Replacement Reserve Account with respect to an Individual Property in excess of reimburse Borrower for costs which are to be reimbursed from the amount allocated for such Individual PropertyRequired Repairs Reserve Fund.

Disbursements from Replacement Reserve Account. Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse, or pay, Borrower for the costs of routine maintenance to the Property (which does not include Extraordinary Expenses), replacements of inventory or for costs which are to be reimbursed from Rollover Reserve Funds. Lender shall disburse to Borrower the Replacement Reserve Fund Funds from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten twenty (1020) days prior to the date on which Borrower requests such payment be made and specifying (other than in connection with any emergency Replacements, for which the Replacements to minimum notice period shall be paidwaived), (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, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good a Disbursement Certification and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by Schedule for the requested disbursement, and (iiid) stating that each such Person has been paid with respect to any requested disbursement in fullexcess of $100,000, such Officers’ Certificate to be accompanied by (i) Lender shall have received: (A) copies of appropriate lien waivers or other evidence of payment conditional lien waivers (conditioned only on payment) reasonably satisfactory to LenderLender with respect to any contractor, subcontractor and/or materialman whose proposed payment (dor Borrower reimbursement, if applicable) at is in excess of $100,000, and (B) if required by Lender (following delivery of Lender’s optionwritten request therefor), a title search for such the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by LenderLender (other than Permitted Encumbrances), and (eii) Lender shall have received may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such other evidence as Lender shall reasonably request that disbursement in order to verify completion of the Replacements (or the applicable portions completed portion thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrowerwhich reimbursement is sought. Lender shall not be required to make disbursements from the Replacement Reserve Account (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000 25,000.00 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,00025,000.00), in which case only one disbursement of the amount remaining in the account shall be made)made and such disbursement shall be made only upon satisfaction (or waiver in writing by Lender or Servicer) of each condition contained in this Section 7.3.2. Lender shall not be obligated At Borrower’s election, Borroxxx xxxxl either (x) pay all invoices in connection with the Replacements work with respect to make disbursements each request for disbursement prior to submitting such request for disbursement from the Replacement Reserve Account or, (y) request Lender to issues joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with respect to an Individual Property in excess of the amount allocated for such Individual Property.Replacements work. 115

Disbursements from Replacement Reserve Account. Lender Agent shall disburse to Borrower the Replacement Reserve Fund make disbursements from the Replacement Reserve Account from time to time Funds for the cost of Replacements incurred by Borrower upon satisfaction by Borrower’s Borrower of each of the following conditionsconditions with respect to each such disbursement: (a) Borrower shall submit a written Agent’s standard form of draw request for payment to Lender Agent at least ten (10) days Business Days prior to the date on which Borrower requests such payment be made and specifying made, which request shall specify the Replacements to be paid, paid and shall be accompanied by copies of paid invoices for the amounts requested; (b) on the date such request is received by Lender Agent and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured, ; and (c) Lender Agent shall have received an Officers’ Certificate (i) an Officer’s Certificate from Borrower (A) stating that all Replacements (or the portion thereof) at the applicable Individual Property items to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the are Replacements, and a description thereof, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iiiB) stating that each such Person has been paid in full, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by 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 Replacements 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 Replacements to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Replacement Reserve Funds have been used to pay the previously identified Replacements, and (G) stating that all outstanding trade payables relating to the Replacements (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 Replacements and not previously delivered to Agent; (iii) if required by Agent for requests in excess of Ten Thousand and No/100 Dollars ($10,000.00) for a single item, lien waivers or other evidence of payment satisfactory to Agent and releases from all parties furnishing materials and/or services in connection with the requested payment; (iv) at Agent’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 Agent; and (v) such other evidence as Agent shall reasonably request to demonstrate that the Replacements to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender Agent shall not be required to make disbursements from the Replacement Reserve Account unless such as requested disbursement is by Borrower on a monthly basis in an amount greater than $25,000 (or a lesser amount if the total amount in the Replacement Reserve Account is increments of no less than Twenty Five Thousand and No/100 Dollars ($25,000, in which case only one disbursement 25,000.00) per disbursement. Agent may require an inspection of the amount remaining Property or any portion thereof at Agent’s sole cost and expense prior to making a monthly disbursement in the account shall be made). Lender shall not be obligated order to make disbursements from the Replacement Reserve Account with respect to an Individual Property verify completion of improvements in excess of the amount allocated Two Hundred Thousand and No/100 Dollars ($200,000.00) for such Individual Propertywhich reimbursement is sought.

Disbursements from Replacement Reserve Account. Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse, or pay, Borrower for the costs of routine maintenance to the Property (which does not include Extraordinary Expenses), replacements of inventory or for costs which are to be reimbursed from Rollover Reserve Funds or Required Repair Funds. Lender shall disburse to Borrower the Replacement Reserve Fund Funds from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten twenty (1020) days prior to the date on which Borrower requests such payment be made and specifying (other than in connection with any emergency Replacements, for which the Replacements to minimum notice period shall be paidwaived), (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, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good a Disbursement Certification and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by Schedule for the requested disbursement, and (iiid) stating that each such Person has been paid with respect to any requested disbursement in fullexcess of $100,000, such Officers’ Certificate to be accompanied by (i) Lender shall have received: (A) copies of appropriate lien waivers or other evidence of payment conditional lien waivers (conditioned only on payment) reasonably satisfactory to LenderLender with respect to any contractor, subcontractor and/or materialman whose proposed payment (dor Borrower reimbursement, if applicable) at is in excess of $100,000, and (B) if required by Lender (following delivery of Lender’s optionwritten request therefor), a title search for such the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by LenderLender (other than Permitted Encumbrances), and (eii) Lender shall have received may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such other evidence as Lender shall reasonably request that disbursement in order to verify completion of the Replacements (or the applicable portions completed portion thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrowerwhich reimbursement is sought. Lender shall not be required to make disbursements from the Replacement Reserve Account (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000 25,000.00 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,00025,000.00), in which case only one disbursement of the amount remaining in the account shall be made)made and such disbursement shall be made only upon satisfaction (or waiver in writing by Lender or Servicer) of each condition contained in this Section 7.3.2. Lender At Borrower’s election, Bxxxxxxx shall not be obligated either (x) pay all invoices in connection with the Replacements work with respect to make disbursements each request for disbursement prior to submitting such request for disbursement from the Replacement Reserve Account or, (y) request Lender to issues joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with respect to an Individual Property in excess of the amount allocated for such Individual Property.Replacements work. 107

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower Borrower, or at Borrower’s direction, the Master Tenant, the Replacement Reserve Fund Funds from the Replacement Reserve Funds Account from time to time time, but not more frequently than once in any thirty (30) day period, upon satisfaction by Borrower’s Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender on Lender’s standard form of draw request at least ten (10) days Business Days prior to the date on which Borrower requests such payment be made and specifying specifies the Replacements to be paid, (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, (c) Lender shall have received an Officers’ Officer’s Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner andstating, to Borrowersuch officer’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying that each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person disbursement has been paid in fullfull or will be paid in full upon such disbursement, such Officers’ Officer’s Certificate to be accompanied by lien waivers a copy of a general corporate ledger setting forth in reasonable detail each such Person and each cost or other evidence of payment satisfactory expense to Lenderbe paid or reimbursed, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lenderas applicable, and (ed) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and an workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Replacement Reserve Account with respect to any Individual Property unless such requested disbursement is in an amount greater than $25,000 5,000 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,0005,000, in which case only one disbursement of the amount remaining in the account shall be made)) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.3.2. Without limiting the generality of the foregoing, if required by Lender shall not be obligated to make disbursements from the Replacement Reserve Account with respect to an Individual Property for requests in excess of $50,000.00 for a single item, Borrower shall deliver to Lender lien waivers and releases from all parties furnishing materials and/or services in connection with the amount allocated requested payment. Lender may require an inspection of the Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of replacements and repairs of items in excess of $50,000.00 for such Individual Propertywhich reimbursement is sought.

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the Replacement Reserve Fund Funds (or any portion thereof) from the Replacement Reserve Account from time to time time, but not more frequently than once in any thirty (30) day period, upon satisfaction by Borrower’s of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifying the Replacements to be paid, (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, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (satisfaction of the Disbursement Conditions for Capital Expenditures or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, delivery to Lender of a title search for such Individual Property or title endorsement, in each event at Borrower’s cost, indicating that such Individual the Property is free from all Liens, claims and other encumbrances not previously approved by LenderLxxxxx, and (eiii) at Lender’s option, if the cost of the Replacements exceeds $25,000.00, delivery to Lender of a report, at Borrower’s cost, satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lxxxxx in respect of such architect or engineer’s inspection of the Replacements. Borrower shall have paid all invoices with respect to which a disbursement is requested or, at the request of Borrower, if Borrower is requesting a payment rather than a reimbursement of all such costs, Lender shall have received such other evidence as Lender shall reasonably request that issue joint checks, payable to Borrower and the Replacements contractor (or a direct payment directly to such contractor), supplier, materialman, mechanic, subcontractor or other party to whom payment is due. In the case of payments made by joint check or direct payment, Lender may require a conditional waiver of lien from each Person receiving payment prior to Lxxxxx’s disbursement. Any lien waiver (conditional or otherwise) delivered hereunder shall conform to the requirements of applicable portions thereoflaw and shall cover all work performed and materials supplied (including equipment and fixtures) at for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, if payment to such Individual Property contractor, supplier, subcontractor, mechanic or materialmen is to be funded made by a joint check, the release of lien shall be effective through the date covered by the requested previous release of funds request). During a Trigger Period, Lender may require that any disbursement for costs that have not been completed in a good previously paid by Bxxxxxxx (as demonstrated by evidence acceptable to Lender) be made either directly to the contractor, vendor or supplier (if any) or, at Lxxxxx’s option, by two-party check jointly to Borrower and workmanlike manner and are paid for upon such disbursement to BorrowerPerson. Lender shall not be required to make disbursements from the disburse Replacement Reserve Account unless such requested disbursement is Funds in an amount greater less than $25,000 5,000 (or a lesser amount if the total amount remaining in the Replacement Reserve Account is less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made5,000). Lender shall not be obligated may require an inspection of the Property at Borrower’s expense prior to make disbursements from the Replacement Reserve Account with respect making a monthly disbursement in order to an Individual Property verify completion of replacements and repairs of items in excess of the amount allocated $25,000.00 for such Individual Propertywhich reimbursement is sought.

Disbursements from Replacement Reserve Account. Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse, or pay, Borrower for the costs of routine maintenance to the Property (which does not include Extraordinary Expenses), replacements of inventory or for costs which are to be reimbursed from Rollover Reserve Funds or Required Repair Funds. Lender shall disburse to Borrower the Replacement Reserve Fund Funds from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten twenty (1020) days prior to the date on which Borrower requests such payment be made and specifying (other than in connection with any emergency Replacements, for which the Replacements to minimum notice period shall be paidwaived), (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, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good a Disbursement Certification and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by Schedule for the requested disbursement, and (iiid) stating that each such Person has been paid with respect to any requested disbursement in fullexcess of $100,000, such Officers’ Certificate to be accompanied by (i) Lender shall have received: (A) copies of appropriate lien waivers or other evidence of payment conditional lien waivers (conditioned only on payment) reasonably satisfactory to LenderLender with respect to any contractor, subcontractor and/or materialman whose proposed payment (dor Borrower reimbursement, if applicable) at is in excess of $100,000, and (B) if required by Lender (following delivery of Lender’s optionwritten request therefor), a title search for such the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by LenderLender (other than Permitted Encumbrances), and (eii) Lender shall have received may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such other evidence as Lender shall reasonably request that disbursement in order to verify completion of the Replacements (or the applicable portions completed portion thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrowerwhich reimbursement is sought. Lender shall not be required to make disbursements from the Replacement Reserve Account (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000 25,000.00 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,00025,000.00), in which case only one disbursement of the amount remaining in the account shall be made)made and such disbursement shall be made only upon satisfaction (or waiver in writing by Lender or Servicer) of each condition contained in this Section 7.3.2. Lender At Borrower’s election, Bxxxxxxx shall not be obligated either (x) pay all invoices in connection with the Replacements work with respect to make disbursements each request for disbursement prior to submitting such request for disbursement from the Replacement Reserve Account or, (y) request Lender to issues joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with respect to an Individual Property in excess of the amount allocated for such Individual PropertyReplacements work.

Disbursements from Replacement Reserve Account. Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse, or pay, Borrower for the costs of routine maintenance to the Property (which does not include Extraordinary Expenses), replacements of inventory or for costs which are to be reimbursed from Rollover Reserve Funds or Required Repair Funds. Lender shall disburse to Borrower the Replacement Reserve Fund Funds from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten twenty (1020) days prior to the date on which Borrower requests such payment be made and specifying (other than in connection with any emergency Replacements, for which the Replacements to minimum notice period shall be paidwaived), (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, (c) Lender shall have received an Officers’ Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good a Disbursement Certification and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by Schedule for the requested disbursement, and (iiid) stating that each such Person has been paid with respect to any requested disbursement in fullexcess of $100,000, such Officers’ Certificate to be accompanied by (i) Lender shall have received: (A) copies of appropriate lien waivers or other evidence of payment conditional lien waivers (conditioned only on payment) reasonably satisfactory to LenderLender with respect to any contractor, subcontractor and/or materialman whose proposed payment (dor Borrower reimbursement, if applicable) at is in excess of $100,000, and (B) if required by Lender (following delivery of Lender’s optionwritten request therefor), a title search for such the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by LenderLender (other than Permitted Encumbrances), and (eii) Lender shall have received may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such other evidence as Lender shall reasonably request that disbursement in order to verify completion of the Replacements (or the applicable portions completed portion thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for upon such disbursement to Borrowerwhich reimbursement is sought. Lender shall not be required to make disbursements from the Replacement Reserve Account (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000 25,000.00 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,00025,000.00), in which case only one disbursement of the amount remaining in the account shall be made)made and such disbursement shall be made only upon satisfaction (or waiver in writing by Lender or Servicer) of each condition contained in this Section 7.3.2. Lender At Borrower’s election, Xxxxxxxx shall not be obligated either (x) pay all invoices in connection with the Replacements work with respect to make disbursements each request for disbursement prior to submitting such request for disbursement from the Replacement Reserve Account or, (y) request Lender to issues joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with respect to an Individual Property in excess of the amount allocated for such Individual PropertyReplacements work.

Disbursements from Replacement Reserve Account. Provided no Event of Default exists, Lender shall disburse to Borrower the Replacement Reserve Fund make disbursements from the Replacement Reserve Account from time to time upon satisfaction as requested by Borrower, and approved by Lender in its reasonable discretion, no more frequently than once in any thirty (30) day period of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of each draw request accompanied by copies of the following conditions: paid or to be paid invoices, together with (a) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifying the Replacements to be paid, (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, (c) Lender shall have received an Officers’ Officer’s Certificate (i) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, and in accordance with all Legal Requirements applicable federal, state and Environmental Lawslocal laws, rules and regulations, such certificate Officer’s Certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in fullfull for work completed or will be paid in full for work completed upon such disbursement, such Officers’ Officer’s Certificate to be accompanied by conditional or non-conditional partial or final lien waivers waivers, as applicable, for requests exceeding $10,000 for a single item or other evidence of payment payment, in each case, satisfactory to Lender, (d) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (eb) Lender shall have received all such other evidence as Lender shall reasonably request that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for or will be paid upon such disbursement to Borrower, for the amounts requested. Lender shall not be required may require an inspection of the Property at Borrower’s expense prior to make disbursements making a monthly disbursement in order to verify completion of replacements and repairs of items in excess of $10,000.00 for which reimbursement is sought. If Lender fails to respond to a request for disbursement from the Replacement Reserve Account unless such requested disbursement is in an amount greater than $25,000 from Borrower within fifteen (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,00015) days after receipt of Borrower’s draw request and all supporting documentation, in which case only one disbursement of the amount remaining in the account Lender shall be made). Lender shall not be obligated deemed to make disbursements from the Replacement Reserve Account with respect to an Individual Property in excess of the amount allocated have provided its approval for such Individual Propertydisbursement, and Borrower is authorized to direct the Lockbox Bank to disburse such funds.

Disbursements from Replacement Reserve Account. Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property, replacements of inventory or for costs which are to be reimbursed from Rollover Reserve Fund or Required Repair Fund. Lender shall disburse to Borrower the Replacement Reserve Fund Funds from the Replacement Reserve Account from time to time upon satisfaction by Borrower’s Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten twenty (1020) days prior to the date on which Borrower requests such payment be made and specifying the Replacements to be paidmade, (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, (c) Lender shall have received an Officers’ Certificate a Disbursement Certification and Schedule for the requested disbursement: (i) stating the aggregate requested amount to be disbursed and that the items to be funded by the requested disbursement are Replacements, (ii) providing a general description of such Replacements, (iii) including a schedule of each contractor, subcontractor, materialman and/or person to be paid (or for which Borrower is to be reimbursed for amounts previously paid by it), providing a description of the Replacements for which the disbursement is requested, including, as applicable the quantity and price of each item, the costs of all materials used and all labor or other services payable in connection with such Replacements, and related invoice numbers, (iv) stating that such contractors, subcontractors, materialmen and/or persons have been paid, or will be paid with the proceeds of the requested disbursement, the amounts then due and payable to such Person in connection with the specified goods, work or services provided thereby, and that Borrower has obtained lien waivers from each such contractor, subcontractor, materialman and/or person with respect to such specified goods, work or services or will obtain such waivers concurrently with payment, (v) stating that all Replacements (or the portion relevant portions thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and, to Borrower’s knowledge, and in accordance with all applicable Legal Requirements Requirements, have not been the subject of a previous disbursement, and Environmental Laws, such certificate that all outstanding payables with respect thereto (other than those to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by paid from the requested disbursement, and (iii) stating that each such Person has have been paid in full, and (vi) stating that all previous disbursements of Replacement Reserve Funds have been used to pay the Replacements identified in the Disbursement Certification and Schedule provided in connection with such Officers’ Certificate previous disbursements, and (d) with respect to be accompanied by any requested disbursement in excess of $250,000.00: (i) copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to LenderLender with respect to any contractor, subcontractor and/or materialman whose proposed payment (or Borrower reimbursement, if applicable) is in excess of $250,000.00, (dii) at if required by Lender’s option, a title search for such the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), (iii) in the event the title endorsement described in item (ii) is not required by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for or will be paid upon such disbursement (other than any retention amount which is not a part of such disbursement request), and (iv) Lender may require an inspection of the applicable Individual Property, at Borrower’s expense, by an appropriate independent qualified professional selected by Lender prior to Borrowermaking such disbursement in order to verify completion of the Replacements for which reimbursement is sought. Lender shall not be required to make disbursements from the Replacement Reserve Account (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000 5,000.00 (or a lesser amount if the total amount in the Replacement Reserve Account is less than $25,0005,000.00), in which case only one disbursement of the amount remaining in the account shall be made). Lender ) and such disbursement shall not be obligated to make disbursements from the Replacement Reserve Account with respect to an Individual Property made only upon satisfaction of each condition contained in excess of the amount allocated for such Individual Propertythis Section 7.3.2.

Disbursements from Replacement Reserve Account. Lender shall disburse to Borrower the Replacement Reserve Fund make disbursements from the Replacement Reserve Account from time to time Funds for the cost of Replacements incurred by Borrower upon satisfaction by Borrower’s Borrower of each of the following conditionsconditions with respect to each such disbursement: (a) Borrower shall submit a written Lender’s standard form of draw request for payment to Lender at least ten (10) days Business Days prior to the date on which Borrower requests such payment be made and specifying made, which request shall specify the Replacements to be paid, paid and shall be accompanied by 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 shall have received an Officers’ Certificate (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Replacements, and a description thereof, (B) stating that all Replacements (or the portion thereof) at the applicable Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and, to Borrower’s knowledge, and in accordance with all applicable Legal Requirements and Environmental LawsRequirements, such certificate (C) identifying each Person that supplied materials or labor in connection with the Replacements to be accompanied 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 (subject to commercially reasonable retention), (E) stating that the Replacements to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Replacement Reserve Funds have been used to pay the previously identified Replacements, and (G) stating that all outstanding trade payables relating to the Replacements (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 to commence and/or complete the Replacements, (ii) identifying each Person that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect and not previously delivered to the reimbursement to be funded by the requested disbursementLender, and (iii) stating that each such Person has been paid if required by Lender for requests in fullexcess of $100,000.00 for a single item, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to LenderLender and releases from all parties furnishing materials and/or services in connection with the requested payment, (div) at Lender’s reasonable option, a title search for such Individual the Property indicating that such Individual the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (ev) Lender shall have received such other evidence as Lender shall reasonably request to demonstrate that the Replacements (or the applicable portions thereof) at such Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement. Lender may require an inspection of the Property at Borrower’s expense during normal business hours with reasonable advance notice prior to making a monthly disbursement in order to verify completion of improvements in excess of $100,000 for which reimbursement is sought. Notwithstanding the foregoing, if following Borrower’s failure to satisfy any of the Replacement Reserve Account unless such requested disbursement is Funds Waiver Conditions and Borrower’s deposit of Replacement Reserve Funds in an amount greater than $25,000 accordance with the provisions of Section 7.3.1, Borrower shall thereafter satisfy the Replacement Reserve Funds Waiver Conditions, then on the next Payment Date (or a lesser amount if so long as the total amount Replacement Reserve Funds Waiver Conditions remain satisfied): (I) Lender shall disburse to Borrower all Replacement Reserve Funds then on deposit in the Replacement Reserve Account is less than $25,000Account, in which case only one disbursement of the amount remaining in the account shall be made). and (II) Lender shall not be obligated waive Borrower’s obligation to make disbursements from deposits of Replacement Reserve Funds in accordance with the provisions of Section 7.3.1 so long as the Replacement Reserve Account with respect Funds Waiver Conditions continue to an Individual Property in excess of the amount allocated for such Individual Propertyremain satisfied.