Common use of Tax Escrow Clause in Contracts

Tax Escrow. In order to more fully protect the security of this Mortgage, the Mortgagor shall deposit with the Mortgagee concurrently with payments of interest and principal and in addition thereto on each monthly due date as set forth above after the date hereof until this Note is fully paid, a sum equal to the Taxes due on the premises (all as estimated annually by the Mortgagee) less all sums already deposited therefor divided by the number of months to elapse before one month prior to the date when such Taxes will become due, such sums to be held by the Mortgagee to pay said items, without payment of interest to Mortgagor on such sums held by Bank. All payments calculated as aforesaid in the preceding portion of this paragraph and all payments of principal and interest shall be added together and the aggregate amount thereof shall be paid by the Mortgagor each month in a single payment to be applied by the Mortgagor to the following items in the order set forth: (a) Taxes, (b) late payment charges, (c) interest; (d) principal. Any deficiency in the amount of such aggregate monthly payment shall, unless paid prior to the due date of the next such payment, constitute a default under this mortgage, whereupon at the option of the Mortgagee the whole of the principal sum and any other sums of money secured by this Mortgage shall forthwith or thereafter become due and payable. PLACE OF PAYMENT All payments of principal and interest required to be made hereunder, and all other sums due hereunder, shall be payable to Mortgagee at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or at such other office or place as Mortgagee may designate in writing.

Tax Escrow. In order Notwithstanding anything to more fully protect the security contrary contained in the Reimbursement Agreement, if Borrower shall hereafter deliver to Lender written confirmation, in form reasonably acceptable to Lender, from the Municipal Revenue Collection Center ("XXXX") of this Mortgagethe maximum amount of Taxes which are claimed by XXXX to be due and payable with respect to the Hotel for the fiscal years 1994-95 through 1998-99 (the "Maximum Tax Amount"), then, to the Mortgagor extent that the Maximum Tax Amount is less than the amount then on deposit in the tax escrow established under Section 7(uu) of the Reimbursement Agreement (the "Tax Escrow Balance"), provided that no Event of Default or Default shall deposit with the Mortgagee concurrently with payments have occurred and be continuing, Lender shall, upon receipt of interest written request from Borrower and principal and in addition thereto on each monthly due date as set forth above after the date hereof until this Note is fully paidGuarantor, a sum disburse an amount equal to the Taxes due on lesser of (i) the premises (all as estimated annually by positive difference between the Mortgagee) less all sums already deposited therefor divided by the number of months to elapse before one month prior to the date when such Taxes will become due, such sums to be held by the Mortgagee to pay said items, without payment of interest to Mortgagor on such sums held by Bank. All payments calculated as aforesaid in the preceding portion of this paragraph and all payments of principal and interest shall be added together Tax Escrow Balance and the aggregate amount thereof shall be paid Maximum Tax Amount (the "Available Tax Funds") and (ii) $1,433,346, to or as directed by the Mortgagor each month in a single payment Guarantor to be applied by to repay a portion of the Mortgagor to the following items Patriot Subordinated Loan; provided, further, that, in the order set forth: (a) Taxes, (b) late payment charges, (c) interest; (d) principal. Any deficiency in event that the amount of the Available Tax Funds exceeds $1,433,346, provided that no Event of Default or Default shall have occurred and be continuing, Lender shall disburse such aggregate monthly payment excess funds to Borrower upon Borrower's written request therefor. Further, notwithstanding anything to the contrary contained in Section 7(uu) of the Reimbursement Agreement, Lender shall, unless paid prior upon the written request of the Borrower and upon receipt of a final tax xxxx or other evidence reasonably satisfactory to Lender that Borrower and XXXX have agreed upon the amount of Taxes due and payable for fiscal years 1994-95 through 1998-99 (collectively, the "Tax Payment Documents"), disburse directly to XXXX (in accordance with payment instructions provided by XXXX), to the due date extent of any funds then held by Lender pursuant to Section 7(uu) of the next such Reimbursement Agreement, the agreed upon tax payment, constitute a default under this mortgage, whereupon at the option of the Mortgagee the whole of the principal sum and any other sums of money secured by this Mortgage shall forthwith or thereafter become due and payable. PLACE OF PAYMENT All payments of principal and interest required such disbursement to be made hereunder, and all other sums due hereunder, shall be payable to Mortgagee at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or at such other office or place as Mortgagee may designate in writingby Lender within the time period required by XXXX but no sooner than five (5) Business Days following Lender's receipt of the Tax Payment Documents.

Tax Escrow. In order an amount in cash equal to more fully protect $2,000,000.00 (the security of this Mortgage, the Mortgagor “Tax Escrow Amount”). The Tax Escrow Amount shall deposit be available to Buyer solely to satisfy any Seller indemnification obligations pursuant to and in accordance with the Mortgagee concurrently with payments provisions of interest and principal and in addition thereto on each monthly due date as Article VIII applicable to (i) the Tax representations set forth above after in Section 3.9 with respect to state and local tax compliance, (ii) the date hereof until this Note is fully paiddisclosures in the second paragraph of Schedule 3.8 , and (iii) any Seller obligations under Section 7.7(e) or (g). For purposes of distribution of the Tax Escrow Amount, Seller shall submit to Buyer, not more frequently than once per month, a sum equal draft Disbursement Request (as defined in the Escrow Agreement). As long as the draft Disbursement Request is accompanied by reasonable documentation supporting the basis for the disbursement (including basis for amount(s) and payee(s)) and sufficient funds for the disbursement remain in the Tax Escrow, Buyer shall agree to the Taxes due on the premises (all as estimated annually by the Mortgagee) less all sums already deposited therefor divided by the number of months to elapse before one month prior Disbursement Request and it shall be submitted to the date when such Taxes will become dueEscrow Agent. Buyer hereby agrees not make to any claim under the Escrow Agreement for any portion of the Tax Escrow Amount for any claim other than those described in this Section 7.11(b) and shall take all actions required or reasonably requested by Seller, such sums including a joint instruction with respect thereto, for the release of any remaining Tax Escrow Amount (not then subject to be held claims contemplated by this Section 7.11(b)) upon the Mortgagee to pay said items, without payment expiration of interest to Mortgagor on such sums held by Bank. All payments calculated the Escrow Period (as aforesaid defined in the preceding Escrow Agreement) notwithstanding the pendency or amount of any claim with respect to the matters described in Section 7.11(a). Buyer hereby agrees not to make any claim under the Escrow Agreement for any portion of this paragraph the Indemnity Escrow Amount for any claim other than those described in Section 7.11(a) and shall take all payments actions required or reasonably requested by Seller, including a joint instruction with respect thereto, for the release of principal and interest shall be added together and any remaining Indemnity Escrow Amount (not then subject to claims contemplated by Section 7.11(a)) upon the aggregate expiration of the Escrow Period notwithstanding the pendency or amount thereof shall be paid by the Mortgagor each month in a single payment to be applied by the Mortgagor of any claim with respect to the following items matters described in the order set forth: (a) Taxes, (b) late payment charges, (c) interest; (d) principal. Any deficiency in the amount of such aggregate monthly payment shall, unless paid prior to the due date of the next such payment, constitute a default under this mortgage, whereupon at the option of the Mortgagee the whole of the principal sum and any other sums of money secured by this Mortgage shall forthwith or thereafter become due and payable. PLACE OF PAYMENT All payments of principal and interest required to be made hereunder, and all other sums due hereunder, shall be payable to Mortgagee at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or at such other office or place as Mortgagee may designate in writingSection 7.11(b).

Tax Escrow. In the event of any delinquency by Mortgagor in the payment of any Taxes or installments thereof due on the Premises, and failure to pay in full and cure said delinquency upon five (5) days notice thereof from Bank to Mortgagor, then in order to more fully protect the security of this the Mortgage, the Bank, in addition to and without prejudice to its continuing right to demand immediate payment of any said delinquencies, may at its option require Mortgagor shall to deposit with the Mortgagee concurrently with payments of interest and principal and in addition thereto on each monthly due date as set forth above after the date hereof until this Note is fully paid, a sum equal to the Taxes due on the premises (all as estimated annually by the Mortgagee) less all sums already deposited therefor divided by the number of months to elapse before one month prior to the date when such Taxes will become due, such sums to be held by the Mortgagee to pay said items, without payment of interest to Mortgagor on such sums held by Bank. All payments calculated as aforesaid in the preceding portion of this paragraph and all payments of principal and interest shall be added together and the aggregate amount thereof shall be paid by the Mortgagor each month in a single payment to be applied by the Mortgagor to the following items in the order set forth: (a) Taxes, (b) late payment charges, (c) interest; (d) principal. Any deficiency in the amount of such aggregate monthly payment shall, unless paid prior to the due date of the next such payment, constitute a default under this mortgage, whereupon at the option of the Mortgagee the whole of the principal sum and any other sums of money secured by this Mortgage shall forthwith or thereafter become due and payable. PLACE OF PAYMENT All Any excess funds accumulated under the provisions of this paragraph after the payment of the items herein mentioned shall be credited to subsequent monthly payments of principal and interest the same nature required to be made hereunder; but if any such item shall exceed the estimate therefor, and all other sums due hereunder, the Mortgagor shall be payable to Mortgagee at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or at such other office or place as Mortgagee may designate in writingwithout demand forthwith pay the deficiency.

Tax Escrow. In order Notwithstanding anything to more fully protect the security contrary contained in this Article 3, if a Fee Mortgagee requires monthly escrow payments for Impositions, Lessee shall, upon Lessor’s request, deposit with the Lessor (or any Fee Mortgagee designated by Lessor in writing) 1/12th of the annual Impositions as estimated by Lessor(or any such Fee Mortgagee). On the 1st day of each and every calendar month thereafter during the Term of this MortgageLease, the Mortgagor Lessee shall deposit with the Lessor (or any Fee Mortgagee concurrently with payments of interest and principal and designated by Lessor in addition thereto on each monthly due date as set forth above after writing), to be held by the date hereof until this Note is fully paidLessor (or such Fee Mortgagee), a sum equal to 1/12th of the Taxes due on annual Impositions for each then current or ensuing year. In the premises (all as estimated annually by event that the Mortgagee) less all sums already deposited therefor divided by amount of the number of months to elapse before one month prior to Impositions shall not have been fixed at the date time when any such Taxes will become due, such sums monthly deposit is required to be held by made, Lessee shall make such deposit based upon the Mortgagee amount of the Imposition for the immediately preceding year, subject to pay said items, without payment of interest to Mortgagor on such sums held by Bank. All payments calculated adjustment as aforesaid in the preceding portion of this paragraph and all payments of principal and interest shall be added together and the aggregate amount thereof shall be paid by the Mortgagor each month in a single payment to be applied by the Mortgagor to the following items in the order set forth: (a) Taxes, (b) late payment charges, (c) interest; (d) principal. Any deficiency in when the amount of such aggregate monthly Impositions is ascertained. Lessee shall provide Lessor with copies of tax bills within five (5) days after receipt thereof by Lessee. All sums deposited with the Lessor (or Fee Mortgagee) pursuant to this Section shall be applied to the payment of Impositions. No interest shall accrue on the sums so deposited. In the event the sums deposited hereunder are not sufficient to pay the Impositions when due, then Lessee shall, unless paid prior to the due date within ten (10) days of notice of the next insufficiency, deposit with the Lessor (or Fee Mortgagee, as applicable) any such payment, constitute a default under this mortgage, whereupon at deficiency and shall also deposit such additional sums as shall be necessary to ensure that the option of the Mortgagee the whole of the principal sum and any other sums of money secured by this Mortgage shall forthwith or thereafter become due and payable. PLACE OF PAYMENT All payments of principal and interest amounts deposited hereunder plus such deposits as are required to be made in the future hereunder are sufficient to pay all Impositions then due or which will become due. In the event of a conveyance by Lessor of its interest in and to the Demised Premises, Lessor shall have no further liability with respect to the deposits for Impositions upon delivery thereof by Lessor to the transferee, provided that the transferee of the Lessor assumes the Lessor’s liability hereunder, and all other sums due hereunder, shall be payable to Mortgagee at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or at such other office or place as Mortgagee may designate in writing.

Tax Escrow. In order to more fully protect On the security of this MortgageClosing Date, the Mortgagor Buyer shall deposit the amount of ---------- cash set forth on Schedule 1.4 attached hereto (the "Audit Amount") in escrow ------------ ------------ (the "Tax Escrow") with an escrow agent mutually acceptable to Buyer and the ---------- Stockholders' Representative (the "Escrow Agent") to be held, invested and ------------ distributed by the Escrow Agent in accordance with the Mortgagee concurrently with payments terms of interest and principal and an escrow agreement in addition thereto on substantially the form attached hereto as Exhibit C (the "Tax --------- --- Escrow Agreement"). The cash portion of the Total Consideration otherwise ---------------- payable to each monthly due date as set forth above after the date hereof until this Note is fully paid, a sum equal to the Taxes due on the premises (all as estimated annually Stockholder shall be reduced by the Mortgagee) less all sums already deposited therefor divided by Audit Amount on a pro rata basis based upon the ratio that the number of months Common Shares held by such Stockholder bears to elapse before one month the total number of Common Shares held by all Stockholders. Exhibit B hereto sets forth such pro rata interest of each Stockholder, --------- expressed as a percentage (each a "Common Proportionate Share"). Notwithstanding -------------------------- the foregoing, the cash portion of the Total Consideration payable in respect of Preferred Shares shall not be reduced and shall not participate in the Tax Escrow. The Tax Escrow will be available to pay obligations and liabilities of the Company (including, without limitation, federal and state Taxes, the "Audit ----- Liabilities") in connection with and resulting from the audits (collectively, ----------- the "Audits" and each individually, an "Audit") by (i) the Internal Revenue ------ ----- Service (the "IRS") of the federal income tax returns filed by the Company with --- respect to the Company's fiscal years ended August 31, 1992, 1993, 1994, 1995, 1996 and 1997 and the employment tax returns filed by the Company with respect to calendar years 1993 and 1994 and (ii) the Massachusetts Department of Revenue (the "DOR") of the Massachusetts state income tax returns filed by the Company --- with respect to the Company's fiscal years ended August 31, 1994, 1995 and 1996. The parties hereto agree and acknowledge that the Company has entered into (i) an Agreement to Assessment and Collection of Additional Tax and Acceptance of Overassessment (the "Payroll Tax Agreement") and (ii) a Consent to Assessment --------------------- and Collection (the "Income Tax Agreement," together with the Payroll Tax -------------------- Agreement, the "Tax Settlement Agreements," copies of which are attached to ------------------------- Schedule 1.4), with the IRS with respect to the Audits relating to the Company's ------------ federal income tax returns for the Company's fiscal years ended August 31, 1992, 1993 and 1994 and the Company's employment tax returns for calendar years 1993 and 1994 (the "Settled Audits"). The parties hereto agree that the Company -------------- shall, at least three (3) business days prior to the date when such Taxes will become dueClosing, such sums pay to the IRS under the Payroll Tax Agreement the $1,145,844 agreed to be held by paid thereunder. In addition, the Mortgagee parties agree that Buyer currently intends to deliver to the Escrow Agent, promptly after the Closing, the appropriate notice required under the Tax Escrow Agreement to instruct the Escrow Agent to pay said items, without payment to the IRS some or all amounts payable under the Income Tax Agreement and/or to pay to the DOR some or all of interest the amount that Buyer reasonably believes is payable to Mortgagor on such sums held by Bankthe DOR as a result of the Audits. All payments calculated as aforesaid in Each of the preceding portion of this paragraph and all payments of principal and interest shall be added together Stockholders' Representative and the aggregate amount thereof shall be paid by Stockholders agree not to dispute such notice or resulting payments from the Mortgagor each month in a single payment to be applied by Tax Escrow and shall, at the Mortgagor Buyer's request, execute joint written instructions to the following items in the order set forth: (a) Taxes, (b) late payment charges, (c) interest; (d) principal. Any deficiency in the amount of Escrow Agent to effect such aggregate monthly payment shall, unless paid prior to the due date of the next such payment, constitute a default under this mortgage, whereupon at the option of the Mortgagee the whole of the principal sum and any other sums of money secured by this Mortgage shall forthwith or thereafter become due and payable. PLACE OF PAYMENT All payments of principal and interest required to be made hereunder, and all other sums due hereunder, shall be payable to Mortgagee at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or at such other office or place as Mortgagee may designate in writingpayments.