Common use of Replacement Reserve Account Clause in Contracts

Replacement Reserve Account. On or before the Lease Commencement Date, Landlord shall establish a replacement reserve escrow account with a commercial bank acceptable to it, in its sole and absolute discretion, for estimated repairs, maintenance, and replacements to the Premises (the “Replacement Reserve Account”). Tenant shall pay to Landlord, concurrently with each monthly payment of Monthly Base Rent, a monthly deposit equal to one twelfth of $.20 per square foot included in the Premises, or a total of Ten Thousand Eight Hundred Eighty Eight and 00/100 Dollars ($10,888.00) per year, to be deposited by Landlord into the Replacement Reserve Account. All sums in the Replacement Reserve Account shall be available to Tenant for use in connection with Tenant’s performance of its maintenance obligations hereunder. If there shall be any default under this Lease by Tenant with respect to Tenant’s obligations to make repairs, perform maintenance and make replacements in and to the Premises, and if Landlord exercises its right in accordance with Section 8.2 hereof to perform such maintenance or to make such repairs and replacements, Landlord shall have the right to use, apply or retain all or any portion of the funds deposited into the Replacement Reserve Account (the “Replacement Reserve Funds”) for the payment of all losses, costs or expenses incurred by Landlord in connection therewith. At the expiration of this Lease, Landlord shall return to Tenant all amounts remaining in the Replacement Reserve Account; provided, however, that in no event shall Tenant be entitled to any accrued interest on the Replacement Reserve Funds. Notwithstanding anything herein to the contrary, to the extent that the actual cost of any repairs, maintenance or replacements to the Premises exceeds the Replacement Reserve Funds, Tenant shall be solely responsible for the full amount of the deficiency and shall reimburse Landlord for such amount in the event that Landlord exercises its rights in accordance with Section 8.2 to perform such maintenance and make such repairs and replacements in accordance with the terms of this Lease.

Replacement Reserve Account. On or before the Lease Commencement Date, Landlord shall establish a replacement reserve escrow account with a commercial bank acceptable to itThe Lender may, in its sole and absolute the Lender's reasonable discretion, for estimated repairs, maintenance, and replacements adjust the Monthly Reserve Deposit to the Premises (the “Replacement Reserve Account”). Tenant shall pay to Landlord, concurrently with each monthly payment of Monthly Base Rent, a monthly deposit equal to one twelfth of $.20 per square foot included in the Premises, or a total of Ten Thousand Eight Hundred Eighty Eight and 00/100 Dollars ($10,888.00) per year, to be deposited by Landlord into the Replacement Reserve AccountAccount from time to time to an amount sufficient, in the Lender's reasonable judgment, to maintain adequate balances necessary for Replacements, including, without limitation, Additional Repairs or Replacements made pursuant to the terms of the Loan Agreement and consistent with the requirements of the applicable Franchise Agreement and Operating Lease. All sums Notwithstanding the foregoing, in the event the Lender shall at any time increase the Monthly Reserve Deposit to the Replacement Reserve Account over the Monthly Reserve Deposit to the Replacement Reserve Account then required pursuant to Exhibit B hereto, the Borrower, may at its election, request that the Lender obtain, at the sole cost, fee and expense of the Borrower, an engineering report from an engineer to be selected by the Lender in its reasonable discretion, in which case the Monthly Reserve Deposit to the Replacement Reserve Account shall be available to Tenant for use in connection with Tenant’s performance of its maintenance obligations hereunder. If there shall be any default under this Lease adjusted by Tenant with respect to Tenant’s obligations to make repairsthe Lender based on such engineering report, perform maintenance and make replacements in and to the Premises, and if Landlord exercises its right in accordance with Section 8.2 hereof to perform such maintenance or to make such repairs and replacements, Landlord shall have the right to use, apply or retain all or any portion of the funds deposited into the Replacement Reserve Account (the “Replacement Reserve Funds”) for the payment of all losses, costs or expenses incurred by Landlord in connection therewith. At the expiration of this Lease, Landlord shall return to Tenant all amounts remaining in the Replacement Reserve Account; provided, however, provided that in no event shall Tenant be entitled the Monthly Reserve Deposit to any accrued interest on the Replacement Reserve FundsAccount be decreased below the applicable amount set forth on Exhibit B hereto. Notwithstanding anything herein to the contrary, to the extent that the actual cost Following any defeasance of any repairspermitted portion of the Premises, maintenance or replacements substitution of properties pursuant to Section 2.6 hereof, and upon written request from Borrower, Lender will, at Borrower's expense, commission an updated engineering report (from an engineer selected by Lender) of the remaining portion of the Premises exceeds and, subject to Lender's review and approval, the amount of the Monthly Deposit to the Replacement Reserve Funds, Tenant Account shall be solely responsible adjusted to reflect that the defeased portion of the Premises no longer serves as collateral for the full amount of the deficiency and shall reimburse Landlord for such amount in the event that Landlord exercises its rights in accordance with Section 8.2 to perform such maintenance and make such repairs and replacements in accordance with the terms of this LeaseLoan.

Replacement Reserve Account. On or before Lender may reassess its estimate of the Lease Commencement Date, Landlord shall establish a replacement reserve escrow account with a commercial bank acceptable amount necessary for the Replacement Reserve Fund from time to it, in its sole and absolute discretion, for estimated repairs, maintenancetime, and replacements to may increase the Premises (the “Replacement Reserve Account”). Tenant shall pay to Landlord, concurrently with each monthly payment of Monthly Base Rent, a monthly deposit equal to one twelfth of $.20 per square foot included in the Premises, or a total of Ten Thousand Eight Hundred Eighty Eight and 00/100 Dollars ($10,888.00) per year, amounts required to be deposited by Landlord into the Replacement Reserve AccountFund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. All sums Any amount held in the Replacement Reserve Account and allocated for the Property shall be available to Tenant for use retained by Lender in connection with Tenant’s performance an interest bearing account, or, at the option of its maintenance obligations hereunder. If there shall be any default under this Lease by Tenant with respect to Tenant’s obligations to make repairsLender, perform maintenance and make replacements in and to the Premises, and if Landlord exercises its right in accordance with Section 8.2 hereof to perform such maintenance or to make such repairs and replacements, Landlord shall have the right to use, apply or retain all or any portion of the funds deposited into the Replacement Reserve an Eligible Account (the “Replacement Reserve Funds”) for the payment of all losses, costs or expenses incurred by Landlord in connection therewith. At the expiration of this Lease, Landlord shall return to Tenant all amounts remaining in the Replacement Reserve Accountat an Eligible Institution; provided, however, that that, any interest earned on said account shall accrue in no event said account for the benefit of Borrower, but shall Tenant be entitled to any accrued interest on remain in and constitute part of the Replacement Reserve Funds. Notwithstanding anything herein to the contraryFund, to the extent that the actual cost of any repairs, maintenance or replacements to the Premises exceeds the Replacement Reserve Funds, Tenant and shall be solely responsible for the full amount of the deficiency and shall reimburse Landlord for such amount in the event that Landlord exercises its rights in accordance with Section 8.2 to perform such maintenance and make such repairs and replacements disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of this Default shall have occurred; and (ii) either (A) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender’s satisfaction, or (B) Anchor Tenant maintains the Property as required pursuant to the Anchor Tenant Lease. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements and otherwise maintain the Property to Lender’s satisfaction, or the failure of Anchor Tenant to maintain the Property as required pursuant to the Anchor Tenant Lease, as applicable, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

Replacement Reserve Account. (a) On or before and after the Lease Commencement Datefirst anniversary of the date of this Agreement, Landlord shall establish a replacement reserve escrow account with a commercial bank acceptable to itthe Lender may, in its sole and absolute the Lender's reasonable discretion, for estimated repairs, maintenance, and replacements annually adjust the Monthly Reserve Deposit to the Premises (the “Replacement Reserve Account”). Tenant shall pay to Landlord, concurrently with each monthly payment of Monthly Base Rent, a monthly deposit equal to one twelfth of $.20 per square foot included in the Premises, or a total of Ten Thousand Eight Hundred Eighty Eight and 00/100 Dollars ($10,888.00) per year, to be deposited by Landlord into the Replacement Reserve AccountAccount to an amount sufficient, in the Lender's reasonable judgment, to maintain adequate balances necessary for Additional Repairs, including, without limitation, Additional Repairs made pursuant to the terms of and consistent with the requirements of the applicable Franchise Agreement and Operating Lease. All sums Between annual adjustments the Lender may from time to time, but not more than once a year, adjust the Monthly Reserve Deposit to the Replacement Reserve Account to an amount sufficient, in the Lender's reasonable judgment, to maintain adequate balances necessary for Additional Repairs, including, without limitation, Additional Repairs made pursuant to the terms of and consistent with the requirements of the applicable Franchise Agreement and Operating Lease. Notwithstanding the foregoing, in the event the Lender shall at any time increase the Monthly Reserve Deposit to the Replacement Reserve Account over the Monthly Reserve Deposit to the Replacement Reserve Account then required pursuant to Exhibit B hereto, the Borrower may, at its election, request that the Lender obtain, at the sole cost, fee and expense of the Borrower, an engineering report from an engineer to be selected by the Lender in its reasonable discretion, in which case the Monthly Reserve Deposit to the Replacement Reserve Account shall be available to Tenant for use in connection with Tenant’s performance of its maintenance obligations hereunder. If there shall be any default under this Lease adjusted by Tenant with respect to Tenant’s obligations to make repairsthe Lender based on such engineering report, perform maintenance and make replacements in and to the Premises, and if Landlord exercises its right in accordance with Section 8.2 hereof to perform such maintenance or to make such repairs and replacements, Landlord shall have the right to use, apply or retain all or any portion of the funds deposited into the Replacement Reserve Account (the “Replacement Reserve Funds”) for the payment of all losses, costs or expenses incurred by Landlord in connection therewith. At the expiration of this Lease, Landlord shall return to Tenant all amounts remaining in the Replacement Reserve Account; provided, however, provided that in no event shall Tenant be entitled the Monthly Reserve Deposit to any accrued interest on the Replacement Reserve FundsAccount be decreased below the applicable amount set forth on Exhibit B hereto. Notwithstanding anything herein to the contrary, to the extent that the actual cost Following any defeasance of any repairspermitted portion of the Premises, maintenance or replacements substitution of properties pursuant to Section 2.6 hereof, and upon written request from Borrower, Lender will, at Borrower's expense, commission an updated engineering report (from an engineer selected by Lender) of the remaining portion of the Premises exceeds and, subject to Lender's review and approval, the amount of the Monthly Reserve Deposit to the Replacement Reserve Funds, Tenant Account shall be solely responsible adjusted to reflect that the defeased portion of the Premises no longer serves as collateral for the full amount of the deficiency and shall reimburse Landlord for such amount in the event that Landlord exercises its rights in accordance with Section 8.2 to perform such maintenance and make such repairs and replacements in accordance with the terms of this LeaseLoan.

Replacement Reserve Account. On or before the Lease Commencement Date, Landlord shall establish a replacement reserve escrow account with a commercial bank acceptable to itThe Lender may, in its sole and absolute the Lender's reasonable discretion, for estimated repairs, maintenance, and replacements adjust the Monthly Reserve Deposit to the Premises (the “Replacement Reserve Account”). Tenant shall pay to Landlord, concurrently with each monthly payment of Monthly Base Rent, a monthly deposit equal to one twelfth of $.20 per square foot included in the Premises, or a total of Ten Thousand Eight Hundred Eighty Eight and 00/100 Dollars ($10,888.00) per year, to be deposited by Landlord into the Replacement Reserve AccountAccount from time to time to an amount sufficient, in the Lender's reasonable judgment, to maintain adequate balances necessary for Replacements, including, without limitation, Additional Repairs or Replacements made pursuant to the terms of the Loan Agreement and consistent with the requirements of the applicable Franchise Agreement and Operating Lease. All sums Notwithstanding the foregoing, in the event the Lender shall at any time increase the Monthly Reserve Deposit to the Replacement Reserve Account over the Monthly Reserve Deposit to the Replacement Reserve Account then required pursuant to EXHIBIT B hereto, the Borrower, may at its election, request that the Lender obtain, at the sole cost, fee and expense of the Borrower, an engineering report from an engineer to be selected by the Lender in its reasonable discretion, in which case the Monthly Reserve Deposit to the Replacement Reserve Account shall be available to Tenant for use in connection with Tenant’s performance of its maintenance obligations hereunder. If there shall be any default under this Lease adjusted by Tenant with respect to Tenant’s obligations to make repairsthe Lender based on such engineering report, perform maintenance and make replacements in and to the Premises, and if Landlord exercises its right in accordance with Section 8.2 hereof to perform such maintenance or to make such repairs and replacements, Landlord shall have the right to use, apply or retain all or any portion of the funds deposited into the Replacement Reserve Account (the “Replacement Reserve Funds”) for the payment of all losses, costs or expenses incurred by Landlord in connection therewith. At the expiration of this Lease, Landlord shall return to Tenant all amounts remaining in the Replacement Reserve Account; provided, however, provided that in no event shall Tenant be entitled the Monthly Reserve Deposit to any accrued interest on the Replacement Reserve FundsAccount be decreased below the applicable amount set forth on EXHIBIT B hereto. Notwithstanding anything herein to the contrary, to the extent that the actual cost Following any defeasance of any repairspermitted portion of the Premises, maintenance or replacements substitution of properties pursuant to Section 2.6 hereof, and upon written request from Borrower, Lender will, at Borrower's expense, commission an updated engineering report (from an engineer selected by Lender) of the remaining portion of the Premises exceeds and, subject to Lender's review and approval, the amount of the Monthly Deposit to the Replacement Reserve Funds, Tenant Account shall be solely responsible adjusted to reflect that the defeased portion of the Premises no longer serves as collateral for the full amount of the deficiency and shall reimburse Landlord for such amount in the event that Landlord exercises its rights in accordance with Section 8.2 to perform such maintenance and make such repairs and replacements in accordance with the terms of this LeaseLoan.