Loan Parties and their Subsidiaries shall not make any Capital Expenditures if, after giving effect to such Capital Expenditure, the aggregate cost of all Capital Expenditures would exceed $2,500,000.00 during any Fiscal Year.

Loan Parties and their Subsidiaries shall not make any Capital Expenditures if, after giving effect to such Capital Expenditure, the aggregate cost of all Capital Expenditures would exceed $2,500,000.00 during any Fiscal Year.”

Capital Reserve. In addition to the registered capital contribution as provided in above Section 5.1:

Capital expenditure reserve per unit$

Capital expenditure reserve per unit$

Deposits of Capital Expenditure Funds. Upon the occurrence and during the continuance of a Trigger Period, Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date, the amount of $13,459, for annual Capital Expenditures, which amounts shall be transferred into an Account (the “Capital Expenditure Account”). Amounts deposited from time to time into the Capital Expenditure Account pursuant to this Section 6.5.1 are referred to herein as the “Capital Expenditure Funds”.

Release of Capital Expenditure Funds. Provided no Event of Default is continuing, Lender shall disburse or cause to be disbursed Capital Expenditure Funds to Borrower out of the Capital Expenditure Account for payment for, or for reimbursement of Borrower for its advance of, Capital Expenditures, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: # such disbursement is for an Approved Capital Expenditure; # the request for disbursement is accompanied by # an Officer’s Certificate from Borrower # stating that the items to be funded or reimbursed by the requested disbursement are Approved Capital Expenditures, and a description thereof, # stating that all Approved Capital Expenditures to be funded or reimbursed by the requested disbursement have been completed or completed to the extent of the requested disbursement (other than with respect to deposits necessary or required as a down-payment to initiate an Approved Capital Expenditure), in a good and workmanlike manner and in accordance with all applicable Legal Requirements, # stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded or reimbursed from the disbursement in question have not been the subject of a previous disbursement, # stating that all previous disbursements of Capital Expenditure Funds have been used to pay or reimburse the previously identified Approved Capital Expenditures, and # stating that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness or other requested disbursements then pending) have been paid in full, # a copy of any license, permit or other approval required by any Governmental Authority in connection with the Approved Capital Expenditures to be funded or reimbursed from such disbursement and not previously delivered to Lender, # if the amount of such Approved Capital Expenditures to be funded exceeds $100,000 in the aggregate, copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment satisfactory to Lender, # if the cost of such Approved Capital Expenditures to be funded exceeds $100,000 in the aggregate, at Lender’s option, a title search for the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and # such other evidence as Lender shall reasonably request to demonstrate that the Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid upon such disbursement to Borrower) and # if such disbursement request is for $​,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense to the extent of Lender’s out-of-pocket costs and expenses of conducting such inspection) performance of the work associated with such Approved Capital Expenditure. Any such inspection shall be conducted in accordance with [Section 4.10].

Total Capital expenditure reserve (A x B)$

Total Capital expenditure reserve (A x B)$

““Net Required Capex Reserve” means, as of any date of determination, an amount, not less than zero ($0.00) equal to # the Capital Expenditure Reserve, less # the amount of capital expenditure reserves already held on the Borrower’s balance sheet in the form of cash or cash equivalents.”