Common use of Replacements Clause in Contracts

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, capital repairs, replacements and improvements necessary to keep the Property in good order and repair and in a good marketable condition or prevent deterioration of the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto (collectively, the “Replacements”). Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, all 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 date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit $1,657.44 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment Date. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. Notwithstanding the foregoing, provided that (x) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicable.

Replacements. (a) On If required by the applicable Lease, on an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the Property in good order and repair and in a good marketable condition or prevent deterioration of the Property, including, but not limited to, those repairs, replacements and improvements as reasonably determined by Lender (including for furniture, fixtures and equipment) and more particularly described in (i) the Property Condition Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto (collectively, the “Replacements”). Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all Replacements in a good and workmanlike manner as soon as commercially reasonable after commencing to make each such Replacement. (b) If, at any time Lender reasonably determines that Borrower is obligated pursuant to the terms of any Lease and after and during the continuation of an Event of Default, to fund the Replacements, Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit $1,657.44 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment Datean amount reasonably acceptable to Lender. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. Notwithstanding the foregoing, provided that (x) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicable.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower Borrowers shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the each Individual Property in good order and repair and in a good marketable condition or prevent deterioration of the each Individual Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition related Physical Conditions Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto (collectively, the “Replacements”)) and as more particularly set forth on Schedule II attached hereto. Borrower Borrowers shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all Replacements in a good and workmanlike manner as soon as commercially reasonable after commencing to make each such Replacement. (b) Borrower Borrowers shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit on the date hereof $1,657.44 0.00. In addition, Borrowers shall deposit $3,200.75 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment Date. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the each Individual Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower Borrowers may, at its their election, request that Lender obtain, at the sole cost and expense of BorrowerBorrowers, a Property Condition Physical Conditions Report prepared by an engineer selected by Lender Lender, in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. Notwithstanding the foregoing, provided that (x) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicable.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the Property in good order and repair and in a good marketable condition or prevent deterioration of the Property, ordinary wear and tear excepted, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition Physical Conditions Report prepared in connection with the closing of the Loan and (ii) as more particularly set forth on Schedule II attached hereto (collectively, the “Replacements”). Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all 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 date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit on the date hereof $1,657.44 0.00. In addition, Borrower shall deposit $0.00 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment Date. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth herein; provided, however, in herein. Notwithstanding the foregoingevent Lender elects to so obtain a Physical Conditions Report, provided that (x) Lender shall deliver a copy of such Physical Conditions Report to Borrower upon Lender’s receipt of a written notice from Borrower requesting the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicablesame.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower Borrowers shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the each Individual Property in good order and repair and in a good marketable condition or prevent deterioration of the each Individual Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition related Physical Conditions Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto (collectively, the “Replacements”)) and as more particularly set forth on Schedule II attached hereto. Borrower Borrowers shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all Replacements in a good and workmanlike manner as soon as commercially reasonable after commencing to make each such Replacement. (b) Borrower Borrowers shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit on the date hereof $1,657.44 0.00. In addition, Borrower shall deposit $4,131.00 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment DateDate in months one (1) through twelve (12) of the term of the Loan, and thereafter the Replacement Reserve Monthly Deposit shall become the amount of $2,665.18. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the each Individual Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower Borrowers may, at its their election, request that Lender obtain, at the sole cost and expense of BorrowerBorrowers, a Property Condition Physical Conditions Report prepared by an engineer selected by Lender Lender, in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. Notwithstanding the foregoing, provided that (x) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicable.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the Property in good order and repair and in a good marketable condition or prevent deterioration of the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto (collectively, the “Replacements”). Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all 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 date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit on the date hereof $1,657.44 0. In addition, Borrower shall deposit $350 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment Date beginning on the first Scheduled Payment Date through and including the seventy-second Scheduled Payment Date. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. Notwithstanding the foregoing, provided that (x) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicable.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the Property in good order and repair and in a good marketable condition or prevent deterioration of the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition Physical Conditions Report prepared in connection with the closing of the Loan and (ii) as more particularly set forth on Schedule II attached hereto (if any) (collectively, the “Replacements”). Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all Replacements in a good and workmanlike manner as soon as commercially reasonable after commencing to make each such Replacement. (ba) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit on the date hereof $1,657.44 0.00. In addition, Borrower shall deposit $0.00 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment Date, provided, however, during the term of the Loan, Lender shall have the right to adjust the amount of the Replacement Reserve Monthly Deposit in its reasonable discretion. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. Notwithstanding the foregoing, provided that (x) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicable.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the Property in good order and repair and in a good marketable condition or prevent deterioration of the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition Physical Conditions Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto and made a part hereof (collectively, the “Replacements”"REPLACEMENTS"). Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all 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 date hereof an Eligible Account with Lender or Lender’s 's agent to fund the Replacements (the “Replacement Reserve Account”"REPLACEMENT RESERVE ACCOUNT") into which Borrower shall deposit on the date hereof $1,657.44 -0-. In addition, Borrower shall deposit (the “Replacement Reserve Monthly Deposit”i) $26,935.79 into the Replacement Reserve Account on each Scheduled Payment DateDate through and including the Payment Date occurring in _____, 2005 [24 MONTHS] and (ii) $9,158.17 into the Replacement Reserve Account on each Payment Date thereafter, including, without limitation, during the Extension Term, if applicable (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"). Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds"REPLACEMENT RESERVE FUNDS.” " Lender may, in its reasonable discretion, based on its good faith belief that additional funds are necessary, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. (i) In lieu of making deposits into the Replacement Reserve Account, Borrower may deliver to Lender a letter of credit that satisfies each of the criteria set forth in the definition of Letter of Credit in this Agreement and is in an amount equal to the product of twelve (12) times the amount of the then applicable Replacement Reserve Monthly Deposit (the "RESERVE LETTER OF CREDIT"). Notwithstanding If, at any time, Borrower fails to maintain the foregoingReserve Letter of Credit in such amount, Borrower shall deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Account in accordance with the terms of Section 9.2(b) hereof. (ii) Borrower shall have no draw or reduction rights with respect to the Reserve Letter of Credit and no rights to disbursement from any of the proceeds of the Reserve Letter of Credit. Lender have the same rights, and upon the same terms and conditions, to draw down the Reserve Letter of Credit and apply the proceeds thereof as Lender would have to apply (rather than disburse to Borrower) the Replacement Reserve Funds under the terms of this Agreement. (iii) At its election, Borrower may obtain a release of the Reserve Letter of Credit provided that (xA) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant Borrower provides no less than ten (10) Business Days' prior written notice to maintain the physical condition Lender of the Property in good and marketable condition proposed release, (B) on or prior to the release of the Reserve Letter of Credit, Borrower deposits into the Replacement Reserve Account the cash amount equal to fifty percent (50%) of the face amount of the Reserve Letter of Credit and (yC) following such release of the FFIC Lease Reserve Letter of Credit, the provisions of this Section 9.2(c) shall no longer be of any force or Substitute Lease remains in full force effect and effect with no material defaults thereunder, then Borrower shall not be required comply with the terms of Section 9.2(b) hereof. (iv) Lender shall release and return the Reserve Letter of Credit to make Borrower upon satisfaction of the same conditions for release of the balance of the Replacement Reserve Monthly Deposits other than for those items Funds as set forth in Section 9.5(k) hereof. (v) In the event that there are not any sums on deposit in the responsibility Replacement Reserve Account as of FFIC or Substitute Tenant under the FFIC Lease or date that Lender receives the Substitute LeaseReserve Letter of Credit, as applicableLender shall promptly disburse such sums to Borrower.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the each Individual Property in good order and repair and in a good marketable condition or prevent deterioration of the each Individual Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition related Physical Conditions Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto (collectively, the “Replacements”)) and as more particularly set forth on Schedule II attached hereto. Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all 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 date hereof an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”) into which Borrower shall deposit on the date hereof $1,657.44 0.00. In addition, Borrower shall deposit 10,429.67 (the “Replacement Reserve Monthly Deposit”) into the Replacement Reserve Account on each Scheduled Payment DateDate in months one (1) through twenty-four (24) of the term of the Loan, and thereafter the Replacement Reserve Monthly Deposit shall become the amount of $3,862.84. Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” Lender may, in its reasonable discretion, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the each Individual Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Physical Conditions Report prepared by an engineer selected by Lender Lender, in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. Notwithstanding the foregoing, provided that (x) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant to maintain the physical condition of the Property in good and marketable condition and (y) the FFIC Lease or Substitute Lease remains in full force and effect with no material defaults thereunder, then Borrower shall not be required to make Replacement Reserve Monthly Deposits other than for those items that are not the responsibility of FFIC or Substitute Tenant under the FFIC Lease or the Substitute Lease, as applicable.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make, or shall cause FFIC to make, to the extent FFIC is required to do so under the FFIC Lease, make capital repairs, replacements and improvements necessary to keep the Property in good order and repair and in a good marketable condition or prevent deterioration of the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Property Condition Physical Conditions Report prepared in connection with the closing of the Loan and (ii) Schedule II attached hereto and made a part hereof (collectively, the “Replacements”"REPLACEMENTS"). Borrower shall complete, or shall cause FFIC to complete, to the extent FFIC is required to maintain the physical condition of the Property under the FFIC Lease, complete all 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 date hereof has established an Eligible Account with Lender or Lender’s 's agent to fund the Replacements (the “Replacement Reserve Account”"REPLACEMENT RESERVE ACCOUNT") into which Borrower shall deposit on the date hereof $1,657.44 -0-. In addition, Borrower shall deposit (the “Replacement Reserve Monthly Deposit”i) $26,935.79 into the Replacement Reserve Account on each Scheduled Payment DateDate commencing with the Payment Date in August, 2003 and continuing through and including the Payment Date occurring in August, 2005 and (ii) $9,158.17 into the Replacement Reserve Account on each Payment Date thereafter, including, without limitation, during the Extension Term, if applicable (the "REPLACEMENT RESERVE MONTHLY DEPOSIT"). Amounts so deposited shall hereinafter be referred to as “Replacement Reserve Funds"REPLACEMENT RESERVE FUNDS.” " Lender may, in its reasonable discretion, based on its good faith belief that additional funds are necessary, adjust the Replacement Reserve Monthly Deposit from time to time to an amount sufficient to maintain the proper maintenance and operation of the Property. In the event Lender shall at any time increase the Replacement Reserve Monthly Deposit, Borrower may, at its election, request that Lender obtain, at the sole cost and expense of Borrower, a Property Condition Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be adjusted by Lender based on the results of such report, provided that in no event shall such amounts be reduced below the initial amount of the Replacement Reserve Monthly Deposit set forth in herein. (i) In lieu of making deposits into the Replacement Reserve Account, Borrower may deliver to Lender a letter of credit that satisfies each of the criteria set forth in the definition of Letter of Credit in this Agreement and is in an amount equal to the product of twelve (12) times the amount of the then applicable Replacement Reserve Monthly Deposit (the "RESERVE LETTER OF CREDIT"). Notwithstanding If, at any time, Borrower fails to maintain the foregoingReserve Letter of Credit in such amount, Borrower shall deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Account in accordance with the terms of Section 9.2(b) hereof. (ii) Borrower shall have no draw or reduction rights with respect to the Reserve Letter of Credit and no rights to disbursement from any of the proceeds of the Reserve Letter of Credit. Lender have the same rights, and upon the same terms and conditions, to draw down the Reserve Letter of Credit and apply the proceeds thereof as Lender would have to apply (rather than disburse to Borrower) the Replacement Reserve Funds under the terms of this Agreement. (iii) At its election, Borrower may obtain a release of the Reserve Letter of Credit provided that (xA) the FFIC Lease or Substitute Lease obligates FFIC or Substitute Tenant Borrower provides no less than ten (10) Business Days' prior written notice to maintain the physical condition Lender of the Property in good and marketable condition proposed release, (B) on or prior to the release of the Reserve Letter of Credit, Borrower deposits into the Replacement Reserve Account the cash amount equal to fifty percent (50%) of the face amount of the Reserve Letter of Credit and (yC) following such release of the FFIC Lease Reserve Letter of Credit, the provisions of this Section 9.2(c) shall no longer be of any force or Substitute Lease remains in full force effect and effect with no material defaults thereunder, then Borrower shall not be required comply with the terms of Section 9.2(b) hereof. (iv) Lender shall release and return the Reserve Letter of Credit to make Borrower upon satisfaction of the same conditions for release of the balance of the Replacement Reserve Monthly Deposits other than for those items Funds as set forth in Section 9.5(k) hereof. (v) In the event that there are not any sums on deposit in the responsibility Replacement Reserve Account as of FFIC or Substitute Tenant under the FFIC Lease or date that Lender receives the Substitute LeaseReserve Letter of Credit, as applicableLender shall promptly disburse such sums to Borrower.