Common use of CIGNA Property FF&E Replacement Reserve Clause in Contracts

CIGNA Property FF&E Replacement Reserve. (a) On an ongoing basis throughout the term of the Loan, Borrower shall cause CIGNA Mortgage Loan Borrower to make, or cause Manager to make, FF&E Replacements necessary to keep each CIGNA Mortgage Loan Property in good order and repair and in a good marketable condition and to prevent deterioration of the applicable CIGNA Mortgage Loan Property and to keep each CIGNA Mortgage Loan Property in compliance with any Management Agreement, Franchise Agreement and the applicable CIGNA Mortgage Loan Documents, all as evidenced to Lender’s reasonable satisfaction. Borrower shall cause Mortgage Loan Borrower and Maryland Owner to complete all such FF&E Replacements in a good and workmanlike manner as soon as commercially reasonable after commencing to make each such Replacement. (b) Borrower shall establish on the Closing Date an interest bearing account (which may be a sub-account of the Mezzanine Cash Management Account or may be a commingled account with one or more of the other Reserve Accounts) (the “CIGNA Property FF&E Replacement Reserve Account”) with Lender, Cash Management Bank or Lender’s agent to fund the FF&E Replacements at each CIGNA Mortgage Loan Property (the “CIGNA Property FF&E Replacement Reserve Account” collectively with the CIGNA Property Capital Replacement Reserve Account the “CIGNA Property Replacement Reserve Accounts” and each individually as a “CIGNA Property Replacement Reserve Account”). Borrower shall deposit, on or before each Payment Date during the term of the Loan, an amount (the “CIGNA Property

CIGNA Property FF&E Replacement Reserve. (a) On an ongoing basis throughout the term of the Loan, Borrower shall cause CIGNA Mortgage Loan Borrower to make, or cause Manager to make, FF&E Replacements necessary to keep each CIGNA Mortgage Loan Property in good order and repair and in a good marketable condition and to prevent deterioration of the applicable CIGNA Mortgage Loan Property and to keep each CIGNA Mortgage Loan Property in compliance with any Management Agreement, Franchise Agreement and the applicable CIGNA Mortgage Loan Documents, all as evidenced to Lender’s reasonable satisfaction. Borrower shall cause Mortgage Loan Borrower and Maryland Owner to complete all such FF&E Replacements in a good and workmanlike manner as soon as commercially reasonable after commencing to make each such Replacement. (b) Borrower shall establish on the Closing Date an interest bearing account (which may be a sub-account of the Mezzanine Cash Management Account or may be a commingled account with one or more of the other Reserve Accounts) (the “CIGNA Property FF&E Replacement Reserve Account”) with Lender, Cash Management Bank or Lender’s agent to fund the FF&E Replacements at each CIGNA Mortgage Loan Property (the “CIGNA Property FF&E Replacement Reserve Account” collectively with the CIGNA Property Capital Replacement Reserve Account the “CIGNA Property Replacement Reserve Accounts” and each individually as a “CIGNA Property Replacement Reserve Account”). In addition, Borrower shall deposit, on or before each Payment Date during the term of the Loan, an amount (the “CIGNA Property FF&E Replacement Reserve Monthly Deposit”) equal to the difference between (A) four percent (4%) of the monthly Operating Income for each CIGNA Mortgage Loan Property for the calendar month in which such Payment Date occurs as provided in the Annual Budget, less (B) the sum of (i) the amount actually deposited into any reserve account relating to F&E Replacements with respect to each CIGNA Mortgage Loan Property that are maintained by Managers that are not Affiliated Managers under the respective Management Agreements (“Manager FF&E Escrows”) during such calendar month and (ii) the amount actually deposited into any reserve account relating to FF&E Replacements that are maintained by CIGNA Mortgage Lender. Borrower shall also deposit within the time period required by a Franchisor under its Franchise Agreement the difference between (1) an amount sufficient to pay the aggregate costs and expenses of all Additional Franchisor Required FF&E Replacements when required by such Franchisor, less (2) the amount actually deposited into the reserve accounts relating to the aggregate costs and expenses of all Additional Franchisor Required FF&E Replacements maintained by the Managers that are not Affiliated Managers under the respective Management Agreements (the “Manager Additional FF&E Escrows”). In addition, on each Reconciliation Date, Borrower and Maryland Owner shall deposit an amount (if positive) equal to the difference of (y) four percent (4.0%) of the monthly Operating Income for each CIGNA Mortgage Loan Property as set forth in the monthly operating statements actually delivered by Borrower prior to such Reconciliation Date under Section 5.11 for each CIGNA Mortgage Loan Property, less (z) the sum of all CIGNA Property FF&E Replacement Reserve Monthly Deposits that have been made for the months covered by such monthly operating statements actually delivered by Borrower prior to such Reconciliation Date (such positive difference, if any, the “CIGNA Property FF&E Replacement Reserve Reconciliation Deposit”). Lender shall give Borrower written notice prior to the applicable Reconciliation Date of any CIGNA Property FF&E Replacement Reserve Reconciliation Deposit which is due and payable on such date. Any CIGNA Property FF&E Replacement Reserve Reconciliation Deposit shall be made by Borrower from funds in the Borrower Residual Account (including the Working Capital Reserve) and shall not be allocated from funds in the Mezzanine Cash Management Account pursuant to Section 10.2(b). If as of any Reconciliation Date, the amounts in clause (z) of the immediately preceding sentence are greater than the amounts in clause (y) of the immediately preceding sentence, that difference (the “CIGNA Property FF&E Replacement Reserve Monthly Deposit Credit”) will be credited against future CIGNA Property FF&E Replacement Reserve Monthly Deposits next due hereunder, dollar-for-dollar, until the aggregate amount of the credits against such CIGNA Property FF&E Replacement Reserve Monthly Deposits equals the amount of such CIGNA Property FF&E Replacement Reserve Monthly Deposit Credit. The CIGNA Property FF&E Replacement Reserve Monthly Deposit, any funds delivered to the CIGNA Property FF&E Replacement Reserve Account to pay the costs and expenses of any Additional Franchisor Required FF&E Replacements, any CIGNA Property FF&E Replacement Reserve Reconciliation Deposits, and any other funds in the CIGNA Property FF&E Replacement Reserve Account, and any interest accrued thereon, are referred to herein as the “CIGNA Property FF&E Replacement Reserve Funds”; each of the CIGNA Property FF&E Replacement Reserve Funds and the CIGNA Property Capital Replacement Reserve Funds are sometimes each referred to herein as “CIGNA Property Replacement Reserve Funds”). Promptly following any written request from Lender, Borrower shall deliver to Lender written evidence reasonably acceptable to Lender regarding any Additional Franchisor Required FF&E Replacements and the costs and expenses thereof, and any reserves maintained by any Managers regarding FF&E Replacements, including any Manager Additional FF&E Escrows. (c) If any Property Release occurs, and provided no Event of Default has occurred and is continuing, Lender shall credit against future CIGNA Property FF&E Replacement Reserve Monthly Deposits due under Section 9.3(b), that portion of the balance, if any, of the CIGNA Property FF&E Replacement Reserve Funds attributable to the CIGNA Mortgage Loan Property that is the subject of the Property Release (or Borrower may elect upon written notice to Lender to utilize such portion of the balance as a Voluntary Prepayment hereunder).