Common use of Tax Escrow Account Clause in Contracts

Tax Escrow Account. (i) As additional security for the Loans and in order to secure the performance and discharge of Borrower’s obligations under Section 4.1(c) above, but not in lieu of such obligations, upon Administrative Agent’s written request, but only after the occurrence of an Event of Default, Borrower shall establish and maintain at all times during the term of the Loans an impound account (the “Tax Escrow Account”) with Administrative Agent for payment of Real Property Taxes. Upon such request, Borrower will deposit with Administrative Agent a sum equal to the Real Property Taxes (which charges for the purpose of this Section only shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a Lien against the Property) against the Property for the period from the beginning of the then current tax year through the date hereof, all as estimated by Administrative Agent. Commencing with the payment of the first monthly installment under the Notes and continuing thereafter on each and every monthly payment date under the Notes until the Indebtedness is fully paid and performed, Borrower will deposit with Administrative Agent sufficient funds (as estimated from time to time by Administrative Agent) to permit Administrative Agent to pay, at least thirty (30) days prior to the due date thereof, the next maturing Real Property Taxes. Borrower shall be responsible for ensuring the receipt by Administrative Agent, at least thirty (30) days prior to the respective due date for payment thereof, of all bills, invoices and statements for all Real Property Taxes to be paid from the Tax Escrow Account, and so long as no Event of Default has occurred and is continuing, Administrative Agent shall pay (or shall permit Borrower to make withdrawals from the Tax Escrow Account to pay) the Governmental Authority or other party entitled thereto directly to the extent funds are available for such purpose in the Tax Escrow Account. Administrative Agent shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such Real Property Taxes and shall have no obligation to make any protest of any such Real Property Taxes. Any excess over the amounts required for such purposes shall be held by Administrative Agent for future use of required escrow deposits hereunder or refunded to Borrower, at Administrative Agent’s option, and any deficiency in such funds so deposited shall be made up by Borrower within ten (10) days of demand by Administrative Agent. The Tax Escrow Account shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds. All such funds so deposited shall bear no interest whatsoever, may be mingled with the general funds of Administrative Agent and shall be applied by Administrative Agent toward the payment of such Real Property Taxes when statements therefor are presented to Administrative Agent by Borrower; provided, however, that during the continuance of an Event of Default, such funds may at Administrative Agent’s option be applied to the payment of the Indebtedness in the order determined by Administrative Agent in its sole discretion (such application to be deemed a voluntary prepayment and subject to the Make Whole Breakage Amount), and that Administrative Agent may at any time, in its discretion, apply all or any part of such funds toward the payment of any such Real Property Taxes which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Borrower’s interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Borrower’s interest in and rights to such funds held by Administrative Agent under this Section but subject to the rights of Administrative Agent hereunder.

Tax Escrow Account. During the pendency of any uncured Event of Default hereunder, upon written notice from Lessor, Lessee shall pay or cause to be paid into a separate account (ithe "Tax Account") As to be established by Lessee with a lending institution designated by Lessor (which Tax Account shall not be removed from such lending institution without the express prior approval of Lessor), and which Lessor may draw upon, a reserve amount sufficient to discharge the obligations of Lessee under Section 6.01 hereof with respect to real estate taxes for the applicable Fiscal Year as and when they become due (such amounts, the "Tax Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Lessor, Lessee shall deposit into the Tax Account one twelfth of the Tax Escrow Amount so that as each installment of real estate taxes becomes due and payable, there are sufficient funds in the Tax Account to pay the same. If the amount of such and real estate taxes has not been definitively ascertained by Lessee at the time when any such monthly deposit is to be paid, Lessor shall require payment of the Tax Escrow Amount based upon the amount of real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such real estate taxes are ascertained by Lessee. The Tax Escrow Amount in the Tax Account shall be and constitute additional security for the Loans performance of Lessee's 121733316v6 0992939 obligations hereunder and in order to secure the performance and discharge of Borrower’s obligations under Section 4.1(c) aboveshall, but not in lieu of such obligations, upon Administrative Agent’s written request, but only after the occurrence of an Event of Default, Borrower shall establish and maintain at all times during the term of the Loans an impound account (the “Tax Escrow Account”) with Administrative Agent for payment of Real Property Taxes. Upon such request, Borrower will deposit with Administrative Agent a sum equal to the Real Property Taxes (which charges for the purpose of this Section only shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a Lien against the Property) against the Property for the period from the beginning of the then current tax year through the date hereof, all as estimated by Administrative Agent. Commencing with the payment of the first monthly installment under the Notes and continuing thereafter on each and every monthly payment date under the Notes until the Indebtedness is fully paid and performed, Borrower will deposit with Administrative Agent if there are sufficient funds (as estimated from time to time by Administrative Agent) to permit Administrative Agent to pay, at least thirty (30) days prior to the due date thereof, the next maturing Real Property Taxes. Borrower shall be responsible for ensuring the receipt by Administrative Agent, at least thirty (30) days prior to the respective due date for payment thereof, of all bills, invoices and statements for all Real Property Taxes to be paid from the Tax Escrow Account, and so long as no Event of Default has occurred and is continuing, Administrative Agent shall pay (or shall permit Borrower to make withdrawals from the Tax Escrow Account to pay) the Governmental Authority or other party entitled thereto directly to the extent funds are available for such purpose in the Tax Escrow Account. Administrative Agent shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such Real Property Taxes and shall have no obligation to make any protest of any such Real Property Taxes. Any excess over the amounts required for such purposes shall be held by Administrative Agent for future use of required escrow deposits hereunder or refunded to Borrower, at Administrative Agent’s option, and any deficiency in such funds so deposited shall be made up by Borrower within ten (10) days of demand by Administrative Agent. The Tax Escrow Account shall not, unless otherwise explicitly required by applicable lawescrow, be or be deemed used to be escrow or trust funds. All such funds so deposited shall bear no interest whatsoever, may be mingled with the general funds of Administrative Agent and shall be applied by Administrative Agent toward the payment of such Real Property Taxes pay taxes when statements therefor are presented to Administrative Agent by Borrower; provided, however, that during the continuance of an Event of Default, such funds may at Administrative Agent’s option be applied to the payment of the Indebtedness in the order determined by Administrative Agent in its sole discretion (such application to be deemed a voluntary prepayment and subject to the Make Whole Breakage Amount), and that Administrative Agent may at any time, in its discretion, apply all or any part of such funds toward the payment of any such Real Property Taxes which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Borrower’s interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Borrower’s interest in and rights to such funds held by Administrative Agent under this Section but subject to the rights of Administrative Agent hereunder.

Tax Escrow Account. (i) As additional security for the Loans and in order to secure the performance and discharge of Borrower’s obligations under Section 4.1(c) above, but not in lieu of such obligations, upon Administrative AgentAt Lender’s written request, but only after Borrower shall, until all obligations under the occurrence of an Event of DefaultLoan Documents have been paid in full, Borrower shall establish and maintain at all times during the term of the Loans an impound account (the “Tax Escrow Account”) with Administrative Agent for payment of Real Property Taxes. Upon such request, Borrower will deposit with Administrative Agent a sum Lender, monthly, an amount estimated by Lender to be equal to the Real Property one-twelfth (1/12) of all Taxes (which charges that will become due for the purpose of this Section only shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a Lien against the Property) against the Property for the period from the beginning of the then current tax year through the date hereofduring which such payment is so directed. Within ten (10) Business Days following submission in writing of a request therefor by Borrower, all as estimated by Administrative Agent. Commencing with the payment of the first monthly installment under the Notes and continuing thereafter on each and every monthly payment date under the Notes until the Indebtedness is fully paid and performed, Lender shall provide to Borrower will deposit with Administrative Agent sufficient funds (as estimated from time to time by Administrative Agent) to permit Administrative Agent to pay, at least thirty (30) days prior to the due date thereof, the next maturing Real Property Taxes. Borrower shall be responsible for ensuring the receipt by Administrative Agent, at least thirty (30) days prior to the respective due date for payment thereof, of all bills, invoices and statements for all Real Property Taxes to be paid from the Tax Escrow Account, and so long as no Event of Default has occurred and is continuing, Administrative Agent shall pay (or shall permit Borrower to make withdrawals from the Tax Escrow Account to pay) the Governmental Authority or other party entitled thereto directly (to the extent of funds available therein) funds sufficient to pay Taxes, provided that such request is accompanied by (a) applicable bills, statements or estimates procured from the appropriate public office (with respect to Taxes) evidencing such Taxes sufficient to permit Lender to determine that such funds are available being disbursed to pay Taxes and (b) a certification by Borrower that such funds will be used to pay Taxes. If the amount of the funds escrowed in accordance with this Section 8.19 shall exceed the amounts due for Taxes, Lender may, in its sole discretion, return any excess to Borrower or credit such purpose in the Tax Escrow Accountexcess against future payments to be made under this Section 8.19. Administrative Agent shall have the right to rely upon tax information furnished If Lender determines that any amounts paid by applicable taxing authorities in Borrower are insufficient for the payment of such Real Property Taxes and shall have no obligation to make any protest in full of any Taxes, Lender shall notify Borrower of the additional funds required to pay all such Real Property TaxesTaxes when due, whereupon Borrower shall remit to Lender promptly thereafter the additional funds as stated in Lender’s notice. Any excess over the At Borrower’s election, amounts required for such purposes escrowed under this Section 8.19 shall be held by Administrative Agent for future use of required escrow deposits hereunder or refunded to Borrower, at Administrative Agent’s option, and any deficiency in such funds so deposited shall be made up by Borrower within ten (10) days of demand by Administrative Agentan interest-bearing account. The Tax Escrow Account shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds. All such funds so deposited shall bear no interest whatsoever, may be mingled with the general funds of Administrative Agent and shall be applied by Administrative Agent toward the payment of such Real Property Taxes when statements therefor are presented to Administrative Agent by Borrower; provided, however, that during During the continuance of an Event of a Default, such funds Lender may at Administrative Agent’s option be applied to the payment of the Indebtedness in the order determined by Administrative Agent in its sole discretion (such application to be deemed a voluntary prepayment and subject to the Make Whole Breakage Amount), and that Administrative Agent may at any time, in its discretion, apply all or any part of amounts escrowed pursuant to this Section 8.19 (including any interest earned on such funds toward amounts) to any obligations under the payment Loan Documents and/or to cure such Default, in which event Borrower shall be required to restore all amounts so applied, as well as to cure any other aspect of any such Real Property Taxes which are past dueDefault not cured by such application. Upon assignment of the Loan, together with any penalties or late charges Lender shall have the right to assign all amounts collected and in its possession to its assignee whereupon Lender shall be released from all liability with respect thereto. The Upon full repayment of the obligations under the Loan Documents (other than full repayment of the obligations under the Loan Documents as a consequence of a foreclosure or conveyance or transfer in lieu of Borrower’s interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien the liens and security interests securing the obligations under the Loan Documents) or security interest or a transfer by operation at such earlier time as Lender may elect, the balance of law) shall constitute an assignment or transfer all amounts collected and in Lender’s possession and not applied to the payment of Borrower’s interest Taxes as set forth in and rights to such funds held by Administrative Agent under this Section but subject 8.19 shall be paid to the rights of Administrative Agent hereunderBorrower and no other party shall have any right or claim thereto.