Common use of Replacements Clause in Contracts

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual Property (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike manner. (b) Upon the occurrence of a Debt Yield Sweep Period, Borrower shall establish an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”). On each Payment Date during the continuance of a Debt Yield Sweep Period, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. Amounts on deposit in the Replacement Reserve Account shall hereinafter be referred to as “Replacement Reserve Funds.” (d) For the avoidance of doubt, the funds held in the Replacement Reserve Account shall be attributable towards each of the Replacement Reserve DY Sweep Cap and Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuing.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual Property the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in the Physical Conditions Report prepared in connection with the closing of the Loan (collectively, the “Replacements”"REPLACEMENTS"). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, 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 $0. On each Payment Date during the continuance of a Debt Yield Sweep PeriodIn addition, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space 0 (the “Replacement Reserve DY Sweep Monthly Deposit”"REPLACEMENT RESERVE MONTHLY DEPOSIT") until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Scheduled Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds"REPLACEMENT RESERVE FUNDS.” (d) For " Upon the avoidance occurrence of doubtan Event of Default or in the event that the Debt Service Coverage Ratio for the Loan falls below 1.5 to 1, the funds held Lender may, in its reasonable discretion, adjust the Replacement Reserve Account Monthly Deposit to an amount sufficient to maintain the proper maintenance and operation of the Property until the first Scheduled Payment Date after two (2) consecutive fiscal quarters that the Debt Service Coverage Ratio for the Loan (as determined by Lender in its sole discretion reasonably exercised) rises above 1.5 to 1. 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 Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be attributable towards each 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 DY Sweep Cap and Monthly Deposit set forth in herein. Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit in the Replacement Reserve Account Monthly Deposits shall be disbursed to Borrower upon required for the payment in full duration of the Loan should the Debt in accordance with Service Coverage Ratio for the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuingfall below 1.5 to 1 on more than two separate occasions.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in the Property Condition Report prepared in connection with the closing of the Loan (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, 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 $100,000. On each Payment Date during the continuance of a Debt Yield Sweep PeriodIn addition, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit 6,154.25 on each Scheduled Payment Date thereafter until commencing with the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. first (c1st) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Scheduled Payment Date and continuing on each Scheduled Payment Date thereafterthereafter through and including the seventy-second (72nd) Scheduled Payment Date, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together 5,050.92 on each Scheduled Payment Date commencing with the Replacement Reserve DY Sweep Monthly Deposit, collectively seventy-third (73rd) Scheduled Payment Date and continuing on each Scheduled Payment Date thereafter (the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Scheduled Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuingDate. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” (d) For the avoidance of doubt” Lender may, the funds held in its reasonable discretion, adjust the Replacement Reserve Account 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 attributable towards each 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 DY Sweep Cap and Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuingMonthly Deposit set forth herein.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual Property the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in the Physical Conditions Report prepared in connection with the closing of the Loan (collectively, the “Replacements”"REPLACEMENTS"). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, 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 $0. On each Payment Date during the continuance of a Debt Yield Sweep PeriodIn addition, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space 0 (the “Replacement Reserve DY Sweep Monthly Deposit”"REPLACEMENT RESERVE MONTHLY DEPOSIT") until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Scheduled Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. Amounts on deposit in the Replacement Reserve Account so Deposited shall hereinafter be referred to as “Replacement Reserve Funds"REPLACEMENT RESERVE FUNDS.” (d) For " Upon the avoidance occurrence of doubtan Event of Default or in the event that the Debt Service Coverage Ratio for the Loan falls below 1.5 to 1, the funds held Lender may, in its reasonable discretion, adjust the Replacement Reserve Account Monthly Deposit to an amount sufficient to maintain the proper maintenance and operation of the Property until the first Scheduled Payment Date after two (2) consecutive fiscal quarters that the Debt Service Coverage Ratio for the Loan (as determined by Lender in its sole discretion reasonably exercised) rises above 1.5 to 1. 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 Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be attributable towards each 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 DY Sweep Cap and Monthly Deposit set forth in herein. Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit in the Replacement Reserve Account Monthly Deposits shall be disbursed to Borrower upon required for the payment in full duration of the Loan should the Debt in accordance with Service Coverage Ratio for the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuingfall below 1.5 to 1 on more than two separate occasions.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make (or cause to be made) capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual Property the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in (i) the Physical Conditions Report prepared in connection with the closing of the Loan and (ii) Schedule I attached hereto and made a part hereof (collectively, the “Replacements”). Borrower shall complete all Replacements (or cause the same to be completed) in a good and workmanlike manner.manner as soon as commercially reasonable after commencing to make each such Replacement Confidential Treatment Requested by BANA XXXX-Xxxx-00141 (b) Upon In the event (i) of the occurrence and continuance of a Debt Yield Sweep PeriodSotheby’s Event of Default, (ii) that Sotheby’s Guarantor’s long-term unsecured debt rating (or its equivalent Private Rating (to the extent applicable)) is downgraded below “B” (or its equivalent) by any of the Rating Agencies, (iii) the Sotheby’s Lease is no longer in full force or effect, or (iv) the Optional Prepayment Date shall have occurred, Borrower shall establish an Eligible a sub-account of the Cash Management Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”). On each Payment Date during the continuance of a Debt Yield Sweep Period, ) into which Borrower shall deposit $8,799.08 (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Scheduled Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuingDate. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” (d) For the avoidance of doubt” Lender may, the funds held in its reasonable discretion, adjust the Replacement Reserve Account 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 Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be attributable towards each 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 DY Sweep Cap and Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit Monthly Deposit set forth in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuingherein.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual Property in a good order and safe condition and repair consistent with past practice, ordinary wear and tear excepted (and subject to Excusable Delay and the provisions of this Agreement with respect to any Casualty or Condemnation) including, but not limited to, those repairs, replacements and improvements described in a good marketable condition or prevent deterioration of any the Physical Conditions Report for the applicable Individual Property or such other repairs, replacements and improvements approved by Lender (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, Borrower shall establish on the date hereof an Eligible Account (which shall be a sub-account of the Cash Management Account in Lender’s election) with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”)) into which Borrower shall deposit on the date hereof $0.00. On each Payment Date during the continuance of a Debt Yield Sweep PeriodIn addition, Borrower shall deposit $31,518.33 (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); on each Payment Date, provided, however, if at any for such time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap that no Low EBITDA Period or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuingshall be waived. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds”. (c) In lieu of making the deposits pursuant to Section 9.02(b) in cash, Borrower may deliver to Lender a Letter of Credit in an amount equal to the Required Deposit (the “Replacement Reserve L/C”). Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence of, and during the continuation of, an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established or to apply such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt shall require Borrower to pay any applicable Prepayment Premium. On the Maturity Date, any such Letter of Credit may be applied to reduce the Debt. In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the terms and conditions of this Agreement, Lender shall have the additional rights to draw in full any Letter of Credit: (i) with respect to any evergreen Letter of Credit, if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) with respect to any Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least thirty (30) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (iii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in (i), (ii), (iii) or (iv) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit. (d) For Upon the avoidance occurrence of doubt, the funds held in the Replacement Reserve Account shall be attributable towards each of the Replacement Reserve DY Sweep Cap and Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt in accordance with the terms of this Agreement and the other Loan Documentsa Property Release, provided no Event of Default has occurred and is then continuing, Lender shall (i) promptly cause to be returned to Borrower that portion of the balance, if any, of the Required Repair Funds and the Replacement Reserve Funds attributable to the Individual Property that has been released pursuant to Section 2.05, or (ii) promptly reduce the amount of the Replacement Reserve L/C, in the amount of such Letter of Credit attributable to the Individual Property that has been released pursuant to Section 2.05.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in the Property Condition Report prepared in connection with the closing of the Loan (collectively, the “Replacements”"REPLACEMENTS"). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, 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"). On each Payment Date Upon the occurrence and during the continuance of a Debt Yield Sweep Trigger Period, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space 4,075.58 (the “"REPLACEMENT RESERVE MONTHLY DEPOSIT") into the Replacement Reserve DY Sweep Account on each Scheduled Payment Date, provided, however, Borrower shall not be obligated to make such Replacement Reserve Monthly Deposit”) until such time that the amounts Deposits on deposit any Scheduled Payment Date if funds in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing40,775. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds"REPLACEMENT RESERVE FUNDS.” (d) For the avoidance of doubt" Lender may, the funds held in its reasonable discretion, adjust the Replacement Reserve Account 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 attributable towards each 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 DY Sweep Cap and Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit Monthly Deposit set forth in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuingherein.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in the Property Condition Report prepared in connection with the closing of the Loan (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, Borrower shall establish an Eligible on the date hereof a sub-account of the Cash Management Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”)) into which Borrower shall deposit on the date hereof $400,000.00 or, in lieu of such deposit, a letter of credit satisfying the Letter of Credit Requirements and is otherwise acceptable to Lender. On each Payment Date during the continuance of a Debt Yield Sweep PeriodIn addition, Borrower shall deposit (i) one‑twelfth of $0.10 4,852.33 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during month for the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in each Scheduled Payment Date. In addition to the Replacement Reserve Account is less than Monthly Deposits, on or before the Replacement Reserve Midterm Sweep Cap or thirty-seventh (z37th) an Event of Default existsScheduled Payment Date, Borrower shall resume making provide the Replacement Lender with a letter of credit from an acceptable lender in the amount of $400,000.00 that satisfies the Letter of Credit Requirements and is otherwise reasonably acceptable to Lender. In the event the letter of credit is not provided to Lender as and when required, the Lender shall, notwithstanding anything contained in the Loan Documents to the contrary, retain and not release any funds from the Lockbox Account, the Cash Management Account or any Reserve Midterm Monthly Deposit on each Payment Date thereafter Account to the Borrower until the amounts on deposit $400,000.00 has been collected. Lender reserves the right to require a future Borrower (if any) to post the $400,000.00 in cash or in the Replacement Reserve Account equals or exceeds form of a letter of credit satisfying the Replacement Reserve Midterm Sweep Cap or Letter of Credit Requirements at the Event time of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuingas an additional requirement for the Loan assumption. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” (d) For the avoidance of doubt” Lender may, the funds held in its reasonable discretion, adjust the Replacement Reserve Account 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 attributable towards each 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 DY Sweep Cap Monthly Deposit set forth in herein. If the Borrower fails to complete any Replacement in a timely and Replacement Reserve Midterm Sweep Capproper manner or there is an Event of Default, the Lender may draw on any letters of credit provided under this Section 9.2. Provided there is no Event of Default and such amounts are not exclusive of each other. All sums on deposit in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt has completed all required Replacements in accordance with the terms of this Agreement and the other Loan Documents, the Lender shall release any letter of credit provided no Event of Default is then continuingby the Borrower under this Section 9.2.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual Property the Property, ordinary wear and tear excepted, including, but not limited to, those repairs, replacements and improvements more particularly described as replacements in the Physical Conditions Report prepared in connection with the closing of the Loan and listed on Schedule II attached hereto and made a part hereof (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike mannermanner and, subject only to delays arising in connection with Force Majeure, as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, Borrower shall establish an Eligible on the date hereof a sub account of the Cash Management Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”). On each Payment Date during the continuance of a Debt Yield Sweep Period, ) into which Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in 188,787.50 into the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Scheduled Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning commencing on the Midterm Monthly Deposit Trigger first (1st) Scheduled Payment Date and continuing on each Scheduled Payment Date thereafterthrough and including the sixtieth (60th) Scheduled Payment Date, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with 78,947.50 into the Replacement Reserve DY Sweep Monthly DepositAccount on each Scheduled Payment Date commencing on the sixty first (61st) Scheduled Payment Date and continuing on each Scheduled Payment Date through and including the one hundred twentieth (120th) Scheduled Payment Date (collectively, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds.” (d) For the avoidance of doubt. Lender may, the funds held in its reasonable discretion, adjust the Replacement Reserve Account 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 Physical Conditions Report prepared by an engineer selected by Lender in its reasonable discretion, in which case the Replacement Reserve Monthly Deposit shall be attributable towards each 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 DY Sweep Cap and Replacement Reserve Midterm Sweep CapMonthly Deposit set forth herein; provided, and such amounts are not exclusive of each other. All sums on deposit however, in the Replacement Reserve Account event Lender elects to so obtain a Physical Conditions Report, Lender shall be disbursed deliver a copy of such Physical Conditions Report to Borrower upon Lender’s receipt of a written notice from Borrower requesting the payment in full of same. Notwithstanding the Debt in accordance with the terms of this Agreement and the other Loan Documentsforegoing, provided so long as (x) no Event of Default has occurred and is then continuing, (y) a Cash Management period is not continuing, and (z) Borrower delivers evidence to Lender that Borrower has paid all Taxes and Insurance Premiums prior to the date the same are delinquent, Borrower shall not be required to make the Replacement Reserve Monthly Deposit.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual Property in a good order and safe condition and repair consistent with past practice, ordinary wear and tear excepted (and subject to Excusable Delay and the provisions of this Agreement with respect to any Casualty or Condemnation) including, but not limited to, those repairs, replacements and improvements described in a good marketable condition or prevent deterioration of any the Physical Conditions Report for the applicable Individual Property or such other repairs, replacements and improvements approved by Lender (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, Borrower shall establish on the date hereof an Eligible Account (which shall be a sub-account of the Cash Management Account in Lender’s election) with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”)) into which Borrower shall deposit on the date hereof $0.00. On each Payment Date during the continuance of a Debt Yield Sweep PeriodIn addition, Borrower shall deposit $28,438.67 (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds one (1) years’ worth of such deposits (the “Replacement Reserve Midterm Sweep Cap”); on each Payment Date, provided, however, if at any for such time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap that no Low EBITDA Period or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuingshall be waived. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve Funds”. (c) In lieu of making the deposits pursuant to Section 9.02(b) in cash, Borrower may deliver to Lender a Letter of Credit in an amount equal to the Required Deposit (the “Replacement Reserve L/C”). Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence of, and during the continuation of, an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established or to apply such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt shall require Borrower to pay any applicable Prepayment Premium. On the Maturity Date, any such Letter of Credit may be applied to reduce the Debt. In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the terms and conditions of this Agreement, Lender shall have the additional rights to draw in full any Letter of Credit: (i) with respect to any evergreen Letter of Credit, if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) with respect to any Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least thirty (30) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (iii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in (i), (ii), (iii) or (iv) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit. (d) For Upon the avoidance occurrence of doubt, the funds held in the Replacement Reserve Account shall be attributable towards each of the Replacement Reserve DY Sweep Cap and Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt in accordance with the terms of this Agreement and the other Loan Documentsa Property Release, provided no Event of Default has occurred and is then continuing, Lender shall (i) promptly cause to be returned to Borrower that portion of the balance, if any, of the Required Repair Funds and the Replacement Reserve Funds attributable to the Individual Property that has been released pursuant to Section 2.05, or (ii) promptly reduce the amount of the Replacement Reserve L/C, in the amount of such Letter of Credit attributable to the Individual Property that has been released pursuant to Section 2.05.

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual the Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual the Property, including, but not limited to, those repairs, replacements and improvements more particularly described in the Property Condition Report prepared in connection with the closing of the Loan (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike mannermanner as soon as commercially reasonable after commencing to make each such Replacement. (b) Upon the occurrence of a Debt Yield Sweep Period, Borrower shall establish on the date hereof an Eligible Account (or, during any Cash Management Period, a sub-account of the Cash Management Account) with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”). On each Upon tie occurrence of an Event of Default, Borrower shall deposit into the Replacement Reserve Account on or before the next Scheduled Payment Date an amount equal to the aggregate total which would have accumulated in such account if Borrower had made the Replacement Reserve Monthly Deposit on each Scheduled Payment Date prior thereto. Upon the occurrence and during the continuance of a Debt Yield Sweep Periodan Event of Default, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in into the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Scheduled Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until an amount equal to $583.42; provided that such time that monthly deposits shall not be required following the amounts on deposit in the Replacement Reserve Account equals or exceeds one (1) years’ worth discontinuance of such deposits (the “Replacement Reserve Midterm Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve Midterm Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve Midterm Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Midterm Sweep Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuingDefault. Amounts on deposit in the Replacement Reserve Account so deposited shall hereinafter be referred to as “Replacement Reserve FundsFunds .” (d) For the avoidance of doubt” Lender may, the funds held in its reasonable discretion, adjust the Replacement Reserve Account 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 attributable towards each 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 DY Sweep Cap and Replacement Reserve Midterm Sweep Cap, and such amounts are not exclusive of each other. All sums on deposit Monthly Deposit set forth in the Replacement Reserve Account shall be disbursed to Borrower upon the payment in full of the Debt in accordance with the terms of this Agreement and the other Loan Documents, provided no Event of Default is then continuingherein.