EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, LENDER SHALL
MAKE DISBURSEMENTS FROM THE REPLACEMENT RESERVE FUND AS REQUESTED BY BORROWERS
AND REASONABLY APPROVED BY LENDER, WHICH APPROVAL SHALL NOT BE UNREASONABLY
CONDITIONED, WITHHELD OR DELAYED, NO MORE FREQUENTLY THAN ONCE IN ANY THIRTY
(30) DAY PERIOD AND OF NO LESS THAN FIVE THOUSAND DOLLARS ($5,000) PER
DISBURSEMENT (OR A LESSER AMOUNT IF THE TOTAL AMOUNT IN THE REPLACEMENT RESERVE
ACCOUNT AT SUCH TIME IS LESS THAN FIVE THOUSAND DOLLARS ($5,000)), UPON DELIVERY
BY BORROWERS OF LENDER'S OR SERVICER'S STANDARD FORM OF DRAW REQUEST SPECIFYING
THE REPLACEMENTS TO BE PAID FOR ON A PROPERTY-BY-PROPERTY BASIS AND ACCOMPANIED
BY COPIES OF PAID INVOICES FOR OR INVOICES TO BE PAID WITH THE AMOUNTS REQUESTED
AND, IF REQUIRED BY LENDER FOR REQUESTS IN EXCESS OF ONE HUNDRED SEVENTY-FIVE
THOUSAND DOLLARS ($175,000) FOR A SINGLE ITEM, LIEN WAIVERS AND RELEASES FROM
ALL PARTIES FURNISHING MATERIALS AND/OR SERVICES IN CONNECTION WITH THE
REQUESTED PAYMENT.
LENDER MAY REQUIRE AN INSPECTION OF THE APPLICABLE PROPERTY
AT BORROWERS' EXPENSE PRIOR TO MAKING A MONTHLY DISBURSEMENT IN ORDER TO VERIFY
COMPLETION OF REPLACEMENTS AND REPAIRS OF ITEMS IN EXCESS OF TWO HUNDRED
THOUSAND DOLLARS ($200,000) FOR WHICH REIMBURSEMENT IS SOUGHT.
LENDER SHALL
CAUSE ANY DISBURSEMENT FROM THE REPLACEMENT RESERVE FUND TO BE MADE WITHIN FIVE
(5) BUSINESS DAYS AFTER RECEIPT OF BORROWERS' REQUEST AND ALL REQUIRED
DOCUMENTATION PROVIDED THAT SUCH REQUEST IS REASONABLY APPROVED BY LENDER.
NOTWITHSTANDING THE FOREGOING, LENDER'S APPROVAL OF ANY DISBURSEMENT FROM THE
REPLACEMENT RESERVE FUND SHALL NOT BE REQUIRED IF THE REPLACEMENTS AND THE COST
THEREOF FOR WHICH SUCH DISBURSEMENT IS SOUGHT IS SET FORTH IN THE APPROVED
ANNUAL BUDGET THEN IN EFFECT.
7.3.3
BALANCE IN THE REPLACEMENT RESERVE ACCOUNT.
THE
INSUFFICIENCY OF ANY BALANCE IN THE REPLACEMENT RESERVE ACCOUNT SHALL NOT
RELIEVE BORROWERS FROM THEIR OBLIGATION TO FULFILL ALL PRESERVATION AND
MAINTENANCE COVENANTS IN THE LOAN DOCUMENTS.
Section 7.4
Interest Reserve Fund.
7.4.1
DEPOSITS TO INTEREST RESERVE ACCOUNT.
ON THE CLOSING
DATE, BORROWERS SHALL DEPOSIT WITH LENDER THE AMOUNT OF $45,000,000.00 TO BE
HELD BY LENDER AS ADDITIONAL COLLATERAL FOR THE LOAN.
ADDITIONALLY, ADDITIONAL
AMOUNTS MAY BE DEPOSITED WITH LENDER FROM TIME TO TIME (A) PURSUANT TO
SECTION(S) 2.6.2(B)(IX), 2.6.2(B)(XI)(A), 2.6.2(C)(IX), 2.6.2(C)(XI)(A),
2.7.1(A)(V), 2.7.1(B)(V), 2.7.2(A)(V), 2.7.2(B)(V) AND/OR 3.22(A)(IV) HEREOF,
AND/OR (B) OTHERWISE AT BORROWERS' ELECTION IN THEIR SOLE DISCRETION FROM
ADDITIONAL EQUITY OR EXCESS CASH FLOW OF ANY BORROWER.
ALL AMOUNTS SO DEPOSITED
WITH LENDER SHALL HEREINAFTER BE REFERRED TO AS BORROWERS' "INTEREST RESERVE
FUND" AND THE ACCOUNT IN WHICH SUCH AMOUNTS ARE HELD SHALL HEREINAFTER BE
REFERRED TO AS BORROWERS' "INTEREST RESERVE ACCOUNT."
7.4.2
WITHDRAWALS FROM INTEREST RESERVE ACCOUNT.
PROVIDED
THAT NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, IF ON ANY
PAYMENT DATE THE FUNDS AVAILABLE IN THE CASH MANAGEMENT ACCOUNT ARE INSUFFICIENT
TO PAY THE MONTHLY INTEREST PAYMENT DUE ON SUCH PAYMENT DATE AFTER SATISFYING
ALL ITEMS WITH A HIGHER PRIORITY PURSUANT TO SECTION 2.6.2(B) HEREOF, LENDER
SHALL AUTOMATICALLY, WITHOUT THE NECESSITY OF NOTIFYING, OR OBTAINING THE
APPROVAL