Common use of FF&E Reserve Clause in Contracts

FF&E Reserve. (a) Upon execution of this Lease, Lessee has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee and approved by Lessor. The purpose of the FF&E Reserve is to cover the cost of: (i) replacements and renewals of the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) major repairs, alterations, improvements to the Hotel's buildings, structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this Lease. It is acknowledged and agreed, that during the Term, funds in the FF&E Reserve are the property of Lessee. (b) Throughout the Term, Lessee shall, on behalf of Lessor, transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the FF&E Estimate (as defined below). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its review and approval, which approval shall not be unreasonably withheld. In the event that Lessor shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Lessor. All expenditures from the FF&E Reserve shall be (as to both the amount of such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee shall, consistent with the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration of the Term, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to Lessor. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this Lease, Lessee has Certain Entities comprising Landlord have previously established a reserve account (the "FF&E Reserve") in a bank designated by Lessee and approved by Lessor. The purpose of the FF&E Reserve is for each Senior Housing Property. Tenant shall, as Additional Charges, with respect to cover each Lease Year, or portion thereof, deposit, or cause to be deposited, the cost of: FF&E Reserve Payment into the FF&E Reserve for each Senior Housing Property, of which amounts shall be applied to (ia) replacements and renewals of the Hotel's Furniture to such Property’s furniture, furnishings, fixtures, soft goods, case goods, vehicles and Equipment equipment, but specifically excluding any fixed asset supplies or software, and Fixtures; (iib) certain routine repairs and maintenance to any Hotel building the Facility located on such Property which are normally capitalized under GAAP GAAP, such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) , but which are not major repairs, alterations, improvements improvements, renewals or replacements to the Hotel's buildings, structure, roof, such Facility’s building’s structure or exterior facade, façade or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Any additional funds required for repairs, maintenance, renovations and replacements to and at any Senior Housing Property in excess of those on deposit for such Property in the applicable FF&E Reserve shall be advanced in accordance with Section 5.1.3(b). Tenant shall prepare, with respect to each Senior Housing Property, an estimate (the “FF&E Estimate”) of FF&E Reserve expenditures necessary at such Property during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord, on or before December 1 of the preceding Lease Year, for its review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Landlord. Tenant shall, consistent with the FF&E Estimate approved by Landlord, from time to time make expenditures from the FF&E Reserve to be applied to the cost of repairs, maintenance, renovations and replacements to and at such Property in accordance with this Agreement provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergency where immediate action is necessary to prevent imminent harm to person or property. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliated Persons of Tenant without ▇▇▇▇-up or allocated internal costs by Tenant or its Affiliated Persons. On and before September 30, 2002, funds in the FF&E Reserve and all property purchased with those funds shall be the property of Landlord and all FF&E Reserve Payments shall constitute Additional Charges. After September 30, 2002, funds deposited in the FF&E Reserve and all property purchased with those funds deposited after September 30, 2002 shall be the property of Tenant. Upon the expiration or sooner termination of this Agreement, funds in the FF&E Reserve and all property purchased with those funds during the Term shall be paid, granted and assigned to Landlord as Additional Charges. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor and Landlord and/or any Lessor mortgagee Superior Mortgagee to assist Lessor and such Lessor mortgagee Landlord and/or any Superior Mortgagee in establishing or perfecting Lessor mortgagee's the Superior Mortgagee’s security interest in Lessor's Landlord’s residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this Lease. It is acknowledged and agreed, that during the Term, funds in the FF&E Reserve are the property of LesseeAgreement. (b) Throughout the Term, Lessee shall, on behalf of Lessor, transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the FF&E Estimate (as defined below). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its review and approval, which approval shall not be unreasonably withheld. In the event that Lessor shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Lessor. All expenditures from the FF&E Reserve shall be (as to both the amount of such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee shall, consistent with the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration of the Term, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to Lessor. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this Lease, Lessee has established Tenant shall cause Manager to establish and maintain a reserve account (the "FF&E Reserve") in a bank designated by Lessee and approved by Lessor. The purpose accordance with the terms of the FF&E Reserve is Management Agreement and to cover deposit into such account during each Fiscal Year monies for the cost of: account of Landlord (iwhich amounts shall be funds of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) replacements and renewals of in the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance amount required to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) major repairs, alterations, improvements be maintained pursuant to the Hotel's buildings, structure, roof, or exterior facade, or Management Agreement and in accordance with established custom of Manager prior to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systemsthe Commencement Date. Lessee agrees that it will, from time Landlord shall be responsible for the payment of all amounts required to time, execute such reasonable documentation be paid by "Owner" (as may be requested by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest defined in the funds which are in Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, howeverincluding, that no such documentation shall contain without limitation, any amendment deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to or modification of any of the provisions of this LeaseSchedule 22.2. It is acknowledged and agreed, that during Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the Term, funds amounts in the FF&E Reserve are without first obtaining the property written approval of Lessee. Landlord (b) Throughout the Term, Lessee shall, on behalf of Lessor, transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for unless Tenant makes such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the FF&E Estimate (as defined belowits own funds without any right to reimbursement hereunder). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its review and approval, which approval shall not be unreasonably withheld. In the event that Lessor Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall fail receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to respond within thirty (30) days after receipt or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E Estimatewhich is owned by Landlord, such FF&E Estimate shall be deemed approved by Lessorsubject to the limitations set forth in Schedule 22.2 hereof. All expenditures from Throughout the FF&E Reserve shall be (as to both the amount ------------- Term of such expenditure and the timing thereof) both reasonable and necessarythis Lease, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee Tenant shall, consistent with at its sole cost and expense but subject to the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration terms hereof and of the TermManagement Agreement, funds cause all of the items of FF&E to be in the FF&E Reserve proper working order and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted in good condition (ordinary wear and assigned to Lessortear excepted). (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this Lease, Lessee has established Tenant shall cause Manager to establish and maintain a reserve account (the "FF&E ReserveRESERVE") in a bank designated by Lessee and approved by Lessor. The purpose accordance with the terms of the FF&E Reserve is Management Agreement and to cover deposit into such account during each Fiscal Year monies for the cost of: account of Landlord (iwhich amounts shall be funds of Landlord for all purposes and shall be credited against the Rent obligation of Tenant pursuant to Section 3.1.6(f)) replacements and renewals of in the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance amount required to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) major repairs, alterations, improvements be maintained pursuant to the Hotel's buildings, structure, roof, or exterior facade, or Management Agreement and in accordance with established custom of Manager prior to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systemsthe Commencement Date. Lessee agrees that it will, from time Landlord shall be responsible for the payment of all amounts required to time, execute such reasonable documentation be paid by "Owner" (as may be requested by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest defined in the funds which are in Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, howeverincluding, that no such documentation shall contain without limitation, any amendment deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to or modification of any of the provisions of this LeaseSchedule 22.2. It is acknowledged and agreed, that during Tenant shall ------------- make no expenditure for replacement of FF&E in excess of the Term, funds amounts in the FF&E Reserve are without first obtaining the property written approval of Lessee. Landlord (b) Throughout the Term, Lessee shall, on behalf of Lessor, transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for unless Tenant makes such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the FF&E Estimate (as defined belowits own funds without any right to reimbursement hereunder). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its review and approval, which approval shall not be unreasonably withheld. In the event that Lessor Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall fail receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to respond within thirty (30) days after receipt or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E Estimatewhich is owned by Landlord, such FF&E Estimate shall be deemed approved by Lessorsubject to the limitations set forth in Schedule 22.2 hereof. All expenditures from Throughout the FF&E Reserve shall be (as to both the amount Term of such expenditure and the timing thereof) both reasonable and necessarythis Lease, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee Tenant shall, consistent with at its ------------- sole cost and expense but subject to the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration terms hereof and of the TermManagement Agreement, funds cause all of the items of FF&E to be in the FF&E Reserve proper working order and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted in good condition (ordinary wear and assigned to Lessortear excepted). (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this LeaseAgreement, Lessee has established Tenant shall establish a reserve account (the "FF&E Reserve") in a bank designated by Lessee Tenant and approved by LessorLandlord. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals of to the Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any the Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this Lease. It is acknowledged and agreed, that during the Term, funds in the FF&E Reserve are the property of Lessee. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) Business Days after as of the end of each calendar month during of the Term) into the FF&E Reserve an 45 -36- amount equal to __% five percent (5%) of Room Revenues Total Hotel Sales for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor Landlord pursuant to Section 3.13.1.2(c), Lessee Tenant shall also deliver to Lessor Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With Prior to execution of this Agreement with respect to the 1997 calendar year and, thereafter, each Fiscal Year during year, on or before December 1 of the Termpreceding year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, Landlord for its review and approval, which approval shall not be unreasonably withheldwithheld or delayed. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of Lessor, which approval shall not be unreasonably withheldLandlord, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm danger to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this LeaseAgreement, Lessee Tenant has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee Tenant and approved by LessorLandlord. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals of the to any Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the any Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgageethe Hotel Mortgagee's security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged and agreedagreed that, that during the Term, funds in the FF&E Reserve are the property of LesseeTenant. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) Business Days after the end of each calendar month Accounting Period during the Term) into the FF&E Reserve an amount equal to __% the Applicable Percentage of Room Revenues Total Hotel Sales for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E ReserveAccounting Period. Together with the documentation provided to Lessor Landlord pursuant to Section 3.13.1.2(c), Lessee Tenant shall also deliver to Lessor Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With respect to each Fiscal Year during the TermLease Year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to LessorLandlord, on or before December 1st 1 of the preceding Fiscal Lease Year, for its review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates Affiliated Persons of Lessee Tenant without markup mark-up or allocated internal costs by Lessee Tenant or its AffiliatesAffiliated Persons. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of LessorLandlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Notwithstanding anything to the contrary contained set forth in this Section 9.2Agreement, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain no portion of the FF&E Reserve and may be used for "punch-list" or other obligations under this Section 9.2 initial construction items, the cost of which shall be deemed to have been metthe sole responsibility of Tenant and its Affiliated Persons.

FF&E Reserve. (a) Upon execution of this LeaseAgreement, Lessee has established Tenant shall establish a reserve account (the "FF&E Reserve") in a bank designated by Lessee Tenant and approved by LessorLandlord. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals of to the Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any the Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgagee's its security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve, it being acknowledged and agreed that the funds in the FF&E Reserve are the property of Tenant; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged understood and agreedagreed that, that during the Term, funds in the FF&E Reserve are may not be applied against debts secured by a Hotel Mortgage nor shall any Hotel Mortgagee have the property right to approve the release of Lesseesuch funds pursuant to the terms of this Agreement unless and until Landlord shall default in its obligations to such Hotel Mortgagee. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) Business Days after as of the end of each calendar month during of the Term) into the FF&E Reserve an amount equal to __% five percent (5%) of Room Revenues Total Hotel Sales for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor Landlord pursuant to Section 3.13.1.2(c), Lessee Tenant shall also deliver to Lessor Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With Prior to execution of this Agreement with respect to the 1997 calendar year and, thereafter, each Fiscal Year during year, on or before December 1 of the Termpreceding year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, Landlord for its review and approval, which approval shall not be unreasonably withheldwithheld or delayed. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of Lessor, which approval shall not be unreasonably withheldLandlord, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm danger to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this Lease, Lessee has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee and approved by Lessor. The purpose of the FF&E Reserve is to cover the cost of: (i) replacements Replacements and renewals of to the Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any the Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgagee's its security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve, it being acknowledged and agreed that the funds in the FF&E Reserve are the property of Tenant; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged understood and agreedagreed that, that during the Term, funds in the FF&E Reserve are may not be applied against debts secured by a Hotel Mortgage nor shall any Hotel Mortgagee have the property right to approve the release of Lessee. (b) Throughout the Term, Lessee shall, on behalf of Lessor, transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor funds pursuant to Section 3.1, Lessee the terms of this Agreement unless and until Landlord shall also deliver default in its obligations to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the FF&E Estimate (as defined below)Hotel Mortgagee. (c) With respect to each Fiscal Year during Each year, on or before December 1 of the Termpreceding year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, Landlord for its review and approval, which approval shall not be unreasonably withheldwithheld or delayed. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of Lessor, which approval shall not be unreasonably withheldLandlord, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm danger to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement It is in full force understood and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain agreed that the FF&E Reserve pursuant to this Agreement and other obligations under this Section 9.2 the Other Leases shall be deemed to have been metmaintained on a consolidated basis.

FF&E Reserve. Commencing on February 1, 2016 and on each Payment Date thereafter, Borrower shall fund and maintain a capital expenditure, furniture, fixtures and equipment reserve (a) Upon execution of this Lease, Lessee has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee depositing with Lender an amount equal to two percent (2%) of Gross Revenue on each Payment Date through and approved by Lessor. The purpose of the FF&E Reserve is to cover the cost of: (i) replacements and renewals of the Hotel's Furniture and Equipment and Fixturesincluding July, 2016; (ii) certain routine repairs three percent (3%) of Gross Revenue on each Payment Date from August, 2016 through and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repaintingincluding January, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the like2017; and (iii) major repairsfour percent (4%) of Gross Revenue on each Payment Date from February, alterations2017 and thereafter. So long as no Event of Default hereunder or under the other Loan Documents has occurred and is continuing, improvements all sums in the FF&E Reserve and disbursed to Borrower (pursuant to the Hotel's buildingsterms hereof, structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may including Section 3.1) shall be requested held by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest Lender in the FF&E Reserve to pay the costs and expenses of capital improvements projects, replacement and maintenance of furniture, furnishings, fixtures and equipment to fully equip the Property as set forth in the Approved Budget (collectively, "FF&E Work"). So long as no Event of Default hereunder or under the other Loan Documents has occurred and is continuing, Lender shall, to the extent funds which are available for such purpose in the FF&E Reserve; provided, however, that no disburse to Borrower the amount paid or incurred by Borrower in performing such documentation shall contain any amendment to or modification of any of the provisions of this Lease. It is acknowledged and agreed, that during the Term, funds in the FF&E Reserve are the property of Lessee. (b) Throughout the Term, Lessee shall, on behalf of Lessor, transfer (Work within ten (10) Business Days after days following the end satisfaction of each calendar month during all the Termfollowing conditions: (i) into the FF&E Reserve an amount equal to __% receipt by Lender of Room Revenues a written request from Borrower for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures disbursement from the FF&E Reserve for in the preceding Fiscal Yearform attached hereto as Exhibit E and a certification from Borrower that the applicable item of FF&E Work has been completed; (ii) the delivery to Lender of invoices, together with a reconciliation receipts or other evidence satisfactory to Lender verifying the cost of such expenditures with performing the FF&E Estimate Work (as defined below).or portion thereof) to be reimbursed; (ciii) With respect the delivery to each Fiscal Year during the Term, Lessee shall prepare an estimate Lender of conditional lien waivers (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its review and approval, which approval shall not be unreasonably withheld. In the event that Lessor shall fail to respond within thirty (30) days after receipt disbursement of funds from the FF&E Reserve to Borrower, Borrower shall deliver to Lender affidavits, lien waivers or other evidence reasonably satisfactory to Lender ("Final Releases") showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and have furnished material or labor with respect to the FF&E Work for which the disbursement is requested have been paid all amounts due for labor and materials for such job); (iv) the delivery to Lender of a certification from an inspecting architect or other third party acceptable to Lender describing the completed FF&E Work for such job and verifying the completion of the FF&E Estimate, Work for such job and the cost of the completed FF&E Work for such job; (v) the delivery to Lender of a new certificate of occupancy or temporary certificate of occupancy for the portion of the Improvements covered by such FF&E Estimate Work, if said new certificate of occupancy is required by law, or a certification by Borrower that no new certificate of occupancy is required; (vi) the receipt by Lender of the actual out of pocket costs incurred by Lender in connection with each disbursement; (vii) the receipt by Lender of an administrative fee in the amount of Five Hundred Dollars ($500); and (viii) the delivery to Lender of a certificate, in form and substance acceptable to Lender in its reasonable discretion, whereby Borrower certifies that all representations and warranties set forth in the Loan Documents are true and correct as of the date of such certificate. Lender shall not be required to make advances from the FF&E Reserve more frequently than once in any thirty (30) day period. In making any payment from the FF&E Reserve, Lender shall be deemed entitled to rely on such request from Borrower without any inquiry into the accuracy, validity or contestability of the certifications or other information provided by Borrower (but reserves the right to withhold any such payment if it reasonably determines that any such certification, or other information is inaccurate). Lender shall not be required to make any future payment from the FF&E Reserve until all Final Releases for prior FF&E Work are delivered to Lender. Lender may, at Borrower's expense, make or cause to be made during the term of the Loan inspections at the Property to determine the need, as determined by Lender in its reasonable judgment, for further FF&E Work of the Property. In the event that such inspection reveals that further FF&E Work of the Property are reasonably required, Lender shall provide Borrower with a written description of the required FF&E Work and Borrower shall complete such FF&E Work to the reasonable satisfaction of Lender within ninety (90) days after the receipt of such description from Lender, or such later date as may be approved by LessorLender in its reasonable discretion. All expenditures from The FF&E Reserve is solely for the protection of Lender and entails no responsibility on Lender'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 FF&E Reserve are inadequate to pay the cost of the FF&E Work, Borrower shall pay promptly the amount of such deficiency. Upon assignment of the Loan by Lender, any funds in the FF&E Reserve shall be (turned over to the assignee and any responsibility of Lender, as to both assignor, with respect thereto shall terminate. Funds in the amount FF&E Reserve shall only be used for the purpose set forth in this Section, except that if there is an Event of Default under the Loan Documents, Lender may, but shall not be obligated to, apply at any time that such expenditure and Event of Default is continuing the timing thereof) both reasonable and necessary, given balance then remaining in the objective that FF&E Reserve against the Hotel be maintained and operated to a standard comparable to competitive hotelsindebtedness secured hereby in whatever order Lender shall subjectively determine. All amounts from No such application of the FF&E Reserve shall be deemed to cure any Default or Event of Default hereunder. Upon full payment of the indebtedness secured hereby in accordance with its terms or at such earlier time as Lender may elect, the balance of the FF&E Reserve then in Lender's possession shall be paid over to Persons who are not Affiliates of Lessee without markup Borrower and no other party shall have any right or allocated internal costs claim thereto. The FF&E Reserve shall not, unless otherwise explicitly required by Lessee applicable law, be or its Affiliates. (d) Lessee shallbe deemed to be escrow or trust funds, consistent but, at Lender's option and in Lender's discretion, may either be held in a separate account or be commingled by Lender with the FF&E Estimate approved by Lessorgeneral funds of Lender or Lender's loan servicer. Borrower understands and agrees that, from time to time make expenditures from notwithstanding the establishment of the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessorherein required, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration all of the Termproceeds of the Note have been, and shall be considered, fully disbursed and shall bear interest and be payable on the terms provided therein. Borrower grants to Lender a first priority security interest in all funds on deposit in the FF&E Reserve to secure its obligations under the Loan Documents. Borrower shall execute any and all property purchased with funds from documents or agreements, and take such actions, as Lender in its good faith reasonably deems necessary or advisable to ensure that Lender shall at all times retain a first-priority perfected security interest in the FF&E Reserve during the Term shall be paid, granted and assigned to LessorReserve. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this LeaseAgreement, Lessee Tenant has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee Tenant and approved by LessorLandlord. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals of the to any Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the any Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgageethe Hotel Mortgagee's security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged and agreedagreed that, that during the Term, funds in the FF&E Reserve are the property of LesseeTenant. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) Business Days after the end of each calendar month Accounting Period during the Term) into the FF&E Reserve an amount equal to __% the Applicable Percentage of Room Revenues Total Hotel Sales for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E ReserveAccounting Period. Together with the documentation provided to Lessor Landlord pursuant to Section 3.13.1.2(c), Lessee Tenant shall also deliver to Lessor Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With respect to each Fiscal Year during the TermLease Year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to LessorLandlord, on or before December 1st 1 of the preceding Fiscal Lease Year, for its review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates Affiliated Persons of Lessee Tenant without markup ▇▇▇▇-up or allocated internal costs by Lessee Tenant or its AffiliatesAffiliated Persons. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of LessorLandlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Notwithstanding anything to the contrary contained set forth in this Section 9.2Agreement, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain no portion of the FF&E Reserve and may be used for "punch-list" or other obligations under this Section 9.2 initial construction items, the cost of which shall be deemed to have been metthe sole responsibility of Tenant and its Affiliated Persons.

FF&E Reserve. (a) Upon execution of this LeaseAgreement, Lessee Tenant has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee Tenant and approved by LessorLandlord. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals of the to any Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the any Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgageethe Hotel Mortgagee's security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged and agreedagreed that, that during the Term, funds in the FF&E Reserve are the property of LesseeTenant. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) Business Days after the end of each calendar month Accounting Period during the Term) into the FF&E Reserve an amount equal to __% the Applicable Percentage of Room Revenues Total Hotel Sales for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E ReserveAccounting Period. Together with the documentation provided to Lessor Landlord pursuant to Section 3.13.1.2(c), Lessee Tenant shall also deliver to Lessor Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With respect to each Fiscal Year during the TermLease Year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to LessorLandlord, on or before December 1st 1 of the preceding Fiscal Lease Year, for its review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates Affiliated Persons of Lessee Tenant without markup ▇▇▇▇-up or allocated internal costs by Lessee Tenant or its AffiliatesAffiliated Persons except that Tenant may use Affiliated Persons to provide goods and services if Landlord has granted its prior written approval thereof or the cost is the lesser of (x) the lowest of two competitive bids therefor submitted by non-Affiliated Persons of Tenant and (y) fair market. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of LessorLandlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Upon execution of this Agreement, Tenant has deposited the FF&E Funded Amount into the FF&E Reserve. Notwithstanding anything to the contrary contained set forth in this Section 9.25.1.2, so long as such funds may be used by Tenant solely for the Management Agreement is purpose of completing the Tampa Renovation in full force and effect and Manager is maintaining the reserves required thereunderaccordance with Exhibit D, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been metunless otherwise agreed by Landlord in writing.

FF&E Reserve. (a) Upon execution of this LeaseAgreement, Lessee Tenant has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee Tenant and ------------ approved by LessorLandlord. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals to any Hotel's furnishings, fixtures, equipment and signage (other than replacement of signage during the first five (5) years of the Hotel's Furniture and Equipment and Fixtures; Term resulting from the change in the operating names for the Hotels, which shall be paid for by Tenant); (ii) certain Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the any Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgageethe Hotel Mortgagee's security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve; provided, however, -------- ------- that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged and agreedagreed that, that during the Term, funds in the FF&E Reserve are the property of LesseeTenant. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) on the first Business Days after Day of the end of each calendar month during the Termsecond succeeding Accounting Period) into the FF&E Reserve an amount equal to __% the greater of Room Revenues (x) the Applicable Percentage of Total Hotel Sales for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(aAccounting Period and (y) hereof shall be offset each month by the amount so deposited into the FF&E ReserveOne Hundred Twenty- Five Thousand Dollars ($125,000). Together with the documentation provided to Lessor Landlord pursuant to Section 3.13.1.2(c), Lessee Tenant shall also deliver to Lessor Landlord ---------------- an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With respect to each Fiscal Year during the TermLease Year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary ------------- during the ensuing Fiscal Year, and shall submit such FF&E Estimate to LessorLandlord, on or before December 1st 1 of the preceding Fiscal Lease Year, for its review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Lessor Landlord shall fail to respond within thirty twenty (3020) days Business Days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. If Landlord shall disapprove such FF&E Estimate, Tenant shall operate the Leased Property based on the FF&E Estimate for the preceding year until approval thereof. The parties shall endeavor, in good faith, to agree on any disputed items as promptly as possible. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates Affiliated Persons of Lessee Tenant without markup ▇▇▇▇-up or allocated internal costs by Lessee Tenant or its AffiliatesAffiliated Persons except that Tenant may use Affiliated Persons to provide goods and services if Landlord has granted its prior written approval thereof or the cost is the lesser of (x) the lowest of two competitive bids therefor submitted by non-Affiliated Persons of Tenant and (y) fair market. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of LessorLandlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. (a) Upon execution of this LeaseAgreement, Lessee Tenant has established a reserve account (the "FF&E ReserveRESERVE") in a bank designated by Lessee Tenant and approved by LessorLandlord. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals of the to any Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the any Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgageethe Hotel Mortgagee's security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve; providedPROVIDED, howeverHOWEVER, that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged and agreedagreed that, that during the Term, funds in the FF&E Reserve are the property of LesseeTenant. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) Business Days after the end of each calendar month Accounting Period during the Term) into the FF&E Reserve an amount equal to __% the Applicable Percentage of Room Revenues Total Hotel Sales for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E ReserveAccounting Period. Together with the documentation provided to Lessor Landlord pursuant to Section 3.1SECTION 3.1.2(C), Lessee Tenant shall also deliver to Lessor Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With respect to each Fiscal Year during the TermLease Year, Lessee Tenant shall prepare an estimate (the "FF&E EstimateESTIMATE") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to LessorLandlord, on or before December 1st 1 of the preceding Fiscal Lease Year, for its review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates Affiliated Persons of Lessee Tenant without markup m▇▇▇-up or allocated internal costs by Lessee Tenant or its AffiliatesAffiliated Persons except that Tenant may use Affiliated Persons to provide goods and services if Landlord has granted its prior written approval thereof or the cost is the lesser of (x) the lowest of two competitive bids therefor submitted by non-Affiliated Persons of Tenant and (y) fair market. (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of LessorLandlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Upon execution of this Agreement, Tenant has deposited the FF&E Funded Amount into the FF&E Reserve. Notwithstanding anything to the contrary contained set forth in this Section 9.2SECTION 5.1.2, so long as such funds may be used by Tenant solely for the Management Agreement is purpose of completing the Tampa Renovation in full force and effect and Manager is maintaining the reserves required thereunderaccordance with EXHIBIT D, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been metunless otherwise agreed by Landlord in writing.

FF&E Reserve. (a) Upon execution On or prior to the last Business Day of this Leaseeach calendar month, Lessee has established until all obligations under the Loan Documents have been paid in full, Borrower shall cause Manager to deposit into a reserve account (Manager’s Account an amount equal to the "FF&E Reserve") in a bank designated by Lessee and approved by Lessor. The purpose greater of the FF&E Reserve is to cover the cost of: (i) replacements four percent (4%) of Gross Operating Revenues for the Property for the previous month, and renewals of the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance the amount required to be deposited into any Hotel building which are normally capitalized under GAAP FF&E reserve for such as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) major repairs, alterations, improvements month pursuant to the Hotel's buildings, structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any terms of the provisions of this Lease. It is acknowledged and agreed, that during the Term, funds in the FF&E Reserve are the property of LesseeManagement Agreement. (b) Throughout On the TermClosing Date, Borrower shall establish and maintain with Administrative Agent the FF&E Reserve Account for deposit and application as described in this subsection. On the Effective Date, Borrower and Operating Lessee shallshall deposit into the FF&E Reserve Account an amount equal to $0. In the event Manager fails to make any deposit required by Section 4.3(a) above, Administrative Agent may, each month thereafter during the term of the Loan, withdraw from the Collection Account, prior to any disbursement to or on behalf of LessorBorrower or Operating Lessee, transfer an amount (each, an “FF&E Reserve Deposit”) equal to any deficiency in amounts deposited by Manager (such that, at the end of the year, the aggregate amount on deposit will be, in Administrative Agent’s estimate, sufficient to aggregate the total FF&E reserve amounts required under the Management Agreement and hereunder for such year) and deposit such amount into the FF&E Reserve Account. (c) Provided no Default is continuing, within ten (10) Business Days after the end following submission in writing of each calendar month during the Term) into the FF&E Reserve an amount equal a request therefor by Borrower, Administrative Agent shall provide to __% of Room Revenues for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures Borrower from the FF&E Reserve Account, funds to be used by Borrower and Operating Lessee solely for the preceding Fiscal Year, together with a reconciliation payment of such expenditures for FF&E and other capital items in accordance with the FF&E Estimate (as defined below). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its review and approval, which approval shall not be unreasonably withheld. In the event that Lessor shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Lessor. All expenditures from the FF&E Reserve shall be (as to both the amount of such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its AffiliatesCapital Budget. (d) Lessee shallFollowing a Default, consistent with Administrative Agent may apply all or any part of amounts escrowed pursuant to Section 4.3(b) (including any interest earned on such amounts) to any obligations under the FF&E Estimate approved Loan Documents and/or to cure such Default, in which event Borrower shall be required to restore all amounts so applied, as well as to cure any other aspect of such Default not cured by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or propertysuch application. (e) Upon the expiration assignment of the TermLoan, funds Administrative Agent shall have the right to assign all amounts collected and in its possession in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term Account to its assignee whereupon Administrative Agent shall be paid, granted and assigned to Lessorreleased from all liability with respect thereto. (f) Notwithstanding anything The Administrative Agent shall have the right (to be exercised from time to time at its election) to audit Borrower’s and Operating Lessee’s books and records in order to determine whether or not the funds withdrawn or disbursed from the FF&E Reserve Account have been spent only for the purpose for which they were withdrawn or disbursed. Borrower and Operating Lessee shall cooperate with Administrative Agent in connection with any such audit. (g) Promptly upon full repayment of the obligations under the Loan Documents (other than full repayment of the obligations under the Loan Documents as a consequence of a foreclosure or conveyance in lieu of foreclosure of the liens and security interests securing the obligations under the Loan Documents), the balance of all amounts collected and in Lender’s possession and not applied to the contrary contained payment of expenditures for FF&E as set forth in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 4.3 shall be deemed paid to Borrower and no other party shall have been metany right or claim thereto.

FF&E Reserve. (a) Upon execution of this Lease, Lessee has established a reserve account (the "FF&E Reserve") in a bank designated by Lessee and approved by Lessor. The purpose of the FF&E Reserve is to cover the cost of: (i) replacements and renewals of the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) major repairs, alterations, improvements to the Hotel's buildings, structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this Lease. It is acknowledged and agreed, that during the Term, funds in the FF&E Reserve are the property of Lessee. Payments made by Lessee out of the FF&E Reserve during the Term will be Additional Charges. (b) Throughout the Term, Lessee shall, on behalf of Lessor, shall transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the FF&E Estimate (as defined below). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its review and approval, which approval shall not be unreasonably withheld. In the event that Lessor shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Lessor. All expenditures from the FF&E Reserve shall be (as to both the amount of such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee shall, consistent with the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration of the Term, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLessor as Additional Charges. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain the FF&E Reserve and other obligations under this Section 9.2 shall be deemed to have been met.

FF&E Reserve. So long as the Project consists of a hotel, the Tenant Lease for the Full-Site Tenant of the Premises shall require, and Lessee shall cause such Full-Site Tenant to deposit on not less frequently than a quarterly basis in a cash reserve fund in each of its fiscal years of operation, of not less than three percent (a3%) Upon execution of this Leasethe gross revenues generated from the first two (2) fiscal years of operation and not less than four and one-half percent (4½ %) of gross revenues for each subsequent fiscal year of operation to be used for furniture, Lessee has established a reserve account fixtures, and equipment upgrades as and when needed in order to preserve the "3-star" or "4-star" rating or its equivalent of the hotel (the "FF&E Reserve"). As soon as available, but in any event not later than ninety (90) in a bank designated by Lessee and approved by Lessor. The purpose days after the close of the FF&E Reserve is to cover the cost of: (i) replacements and renewals of the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) major repairs, alterations, improvements to the Hotel's buildings, structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor and any Lessor mortgagee to assist Lessor and such Lessor mortgagee in establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest in the funds which are in the FF&E Reserve; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this Lease. It is acknowledged and agreed, that during the Term, funds in the FF&E Reserve are the property of Lessee. (b) Throughout the Termeach fiscal year, Lessee shall, on behalf of Lessor, transfer or Full-Site Tenant (within ten (10or hotel operator) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for such calendar month. Lessee's obligation to pay Base Rent as set forth shall provide a report in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to form and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the FF&E Estimate (as defined below). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate substance satisfactory to Lessor, on certified by ▇▇▇▇▇▇'s or before December 1st of Full-Site Tenant's (or hotel operator's) chief financial officer or chief accounting officer containing a statement showing the preceding Fiscal Year, for its review amounts deposited into and approval, which approval shall not be unreasonably withheld. In the event that Lessor shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Lessor. All expenditures from the FF&E Reserve shall be (as to both the amount of such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee shall, consistent with the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration of the Term, funds in the FF&E Reserve and all property purchased with funds used from the FF&E Reserve during such fiscal year and a year-to-date balance of the Term required FF&E Reserve, which shall be paidinclude a bank statement showing the funds in such reserve that are then on deposit and evidence of the expenditures made for upgrades to furniture, granted fixtures, and assigned equipment ("FF&E Reserve Report"). Lessee shall require Full-Site Tenant to Lessor. (f) Notwithstanding anything deliver each FF&E Reserve Report to Lessor pursuant to the contrary contained in this Section 9.2, so long as Full Site Tenant's Tenant Lease and shall cause Full-Site Tenant's Tenant Lease to contain provisions that allow Lessor to enforce all such provisions of such Full­ Site Tenant's Lease related to the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to requirement set forth herein that such Full-Site Tenant maintain the FF&E Reserve. Lessee's failure to cause Full-Site Tenant's Full-Site Tenant Lease to contain provisions requiring such FF&E Reserve and other obligations or that allow Lessor to enforce such provisions in such Full-Site Tenant's Lease related to Full-Site Tenant's FF&E Reserve shall be considered a Default under this Section 9.2 shall be deemed Lease and a basis for Lessor to have been metwithhold approval of such Tenant's Tenant Lease and a Non-Disturbance Agreement for such Tenant.

FF&E Reserve. (a) Upon execution of this Lease, Lessee Tenant has established a reserve account (the "FF&E Reserve") for each Hotel in a bank designated by Lessee and approved by Lessorthe FF&E Bank. The purpose of the FF&E Reserve is to cover the cost of: : (i) replacements Replacements and renewals of the to any Hotel's Furniture furnishings, fixtures and Equipment and Fixtures; equipment; (ii) certain Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurface resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and and (iii) major Major repairs, alterations, improvements improvements, renewals or replacements to the any Hotel's buildings, ' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Lessor Landlord and any Lessor mortgagee Hotel Mortgagee to assist Lessor Landlord and such Lessor mortgagee Hotel Mortgagee in establishing or perfecting Lessor mortgageethe Hotel Mortgagee's security interest in LessorLandlord's residual interest in the funds which are in the FF&E Reserve, it being acknowledged and agreed that the funds in the FF&E Reserve are the property of Tenant; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this LeaseAgreement. It is acknowledged understood and agreedagreed that, that during the Term, funds in the FF&E Reserve are may not be applied against debts secured by a Hotel Mortgage nor shall any Hotel Mortgagee have the property right to approve the release of Lesseesuch funds pursuant to the terms of this Agreement unless and until Landlord shall default in its obligations to such Hotel Mortgagee. (b) Throughout the Term, Lessee shall, on behalf of Lessor, Tenant shall transfer (within ten (10) Business Days after as of the end of each calendar month during of the Term) into the FF&E Reserve an amount equal to __% five percent (5%) of Room Revenues aggregate Total Hotel Sales for the Leased Property for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor Landlord pursuant to Section 3.13.1.2(c), Lessee Tenant shall also deliver to Lessor Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate (as defined below)Estimate. (c) With respect to each Fiscal Year during Each year, on or before December 1 of the Termpreceding year, Lessee Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, calendar year and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, Landlord for its review and approval, which approval shall not be unreasonably withheldwithheld or delayed. In the event that Lessor Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by LessorLandlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the each Hotel will be maintained and operated to a standard comparable to competitive hotels. All amounts expenditures from the FF&E Reserve shall may only be used to pay expenditures entered into on an "arm's length" basis with Persons that are not Affiliated Persons of Tenant, in each case without mark-up or the payment of allocated internal costs of Te▇▇▇▇ or any Affiliated Person (except for a purchasing fee that may be paid to Persons who are an Affiliated Person of Tenant in respect of any item purchased with funds from the FF&E Reserve in an amount not Affiliates to exceed 3.5% of Lessee without markup the lower of cost or allocated internal costs by Lessee or its Affiliatesthe fair market value of such item). (d) Lessee Tenant shall, consistent with the FF&E Estimate approved by LessorLandlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee Tenant shall not materially deviate from the FF&E Estimate approved by Lessor Landlord without the prior approval of Lessor, which approval shall not be unreasonably withheldLandlord, except in the case of emergencies emergency where immediate action is necessary to prevent imminent harm danger to person or property. (e) Upon the expiration or sooner termination of the Termthis Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to LessorLandlord as Additional Charges. (f) Notwithstanding anything to the contrary contained in this Section 9.2The FF&E Funded Amount, so long as the Management Agreement is in full force and effect and Manager is maintaining the reserves required thereunder, Lessee's obligation to maintain together with amounts transferred into the FF&E Reserve and other obligations under this in accordance with Section 9.2 5.1.2(b) hereof during the 1998 calendar year, shall be deemed used to have been metfund the expenditures identified in the FF&E Estimate for the 1998 calendar year, and to the extent of any excess, subsequent years.