Common use of Escrow Accounts Clause in Contracts

Escrow Accounts. (a) On or before Delivery Date, each Primary Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Primary Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. Each Primary Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Master Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Master Servicer written notice of any change of such location or account number on or prior to the date of such change. Each Primary Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an Escrow Account are invested for the benefit of the related Primary Servicer, such Primary Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.

Escrow Accounts. Subservicer shall take all actions necessary to ensure that each Mortgage Loan Escrow Account is maintained in an FDIC insured depository institution in accordance with Agency Requirements and Applicable Law. Subservicer shall be responsible for all matters relating to the administration of the Escrow Accounts, including without limitation: the deposit of funds to the Escrow Accounts no later than the next Business Day after receipt; the disbursement of funds to the proper parties when and if due in payment of the items for which such Escrow Accounts are established; payment of interest to Borrowers on funds deposited into such Escrow Accounts to the extent required by Applicable Law (a) On or before Delivery Dateand Subservicer shall receive reimbursement from the Servicer for its payment of interest to Borrowers on funds deposited into such Escrow Account in accordance with this Agreement); and maintenance of all books and records with respect to such Escrow Accounts, each Primary all in accordance with Applicable Law and Agency Requirements. Servicer shall establish, have the right to all income and hereby agrees to maintain for other benefits derived from the duration of this Agreement, an Escrow AccountAccounts. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related Mortgage Loans, and funds in each such subaccount in the Escrow Account Accounts shall be held in an institution designated by such Primary Servicer, established in the name of Servicer and titled as mutually agreed by the parties for the benefit of Servicer, the Certificateholders Agency and the related Mortgagors and shall not be commingled with any other moneysBorrowers, as their interests appear. Each Primary Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Master Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Master Servicer written notice of any change of such location or account number on or prior to the date of such change. Each Primary Servicer shall deposit into permit Subservicer to have access to such Escrow Accounts to make deposits and disbursements in accordance with the appropriate subaccount terms of the related this Agreement. Subservicer shall provide all statements with regard to such Escrow Account any Escrow Payments that it receivesAccounts as required in compliance with Applicable Law, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required including but not limited to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an Escrow Account are invested for the benefit of the related Primary Servicer, such Primary Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccountRESPA.

Escrow Accounts. (a) On or before the Delivery Date, each Primary the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Primary Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. Each Primary The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Master Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Master Special Servicer written notice of any change of such location or account number on or prior to the date of such change. Each Primary The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an the Escrow Account are invested for the benefit of the related Primary Master Servicer, such Primary Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.

Escrow Accounts. (a) On or before the Delivery Date, each Primary the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible AccountAccount to the extent consistent with the related Mortgage Loan Documents. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related a Mortgage LoansLoan, and funds in each such subaccount in the Escrow Account shall be held by such Primary Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. Each Primary The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Master Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Master Special Servicer written notice of any change of such location or account number on or prior to the date of such change. Each Primary The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date applicable closing date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an Escrow Account are invested for the benefit of such Master Servicer shall deposit, on the related Primary ServicerMaster Remittance Date, such Primary Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccountsubaccount except to the extent such investments were made at the direction of and for the benefit of the Mortgagor under the related Mortgage Loan Documents pursuant to the second sentence of Section 4.06(b).

Escrow Accounts. (a) On Buyer shall place the Indemnity Deposit Amount into an escrow account (or before Delivery Dateseparate escrow accounts) (the "Indemnification Escrow Account") pursuant to the Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4, each Primary Servicer the Indemnity Deposit Amount shall establish, and hereby agrees be maintained to maintain for provide Buyer with payment of indemnification claims that may become owing by the duration Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, an dated the date hereof (the "Escrow AccountAgreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Share to be delivered to the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and in accordance with the terms of the Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim shall be an Eligible Accountreleased when the claim is resolved. The Anything in this Section 2.4(a) to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account shall consist until the later to occur of one or more subaccounts, each (x) the lapse of which shall relate solely to collections with respect all applicable statutes of limitations for any claims relating to the Related Mortgage LoansContingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, and funds after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in each such subaccount in the Escrow Account shall be held by such Primary Servicer escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the Certificateholders and term that would have applied to the related Mortgagors and shall not be commingled with any other moneys. Each Primary Servicer shall, within five (5) Business Days escrow of the establishment thereof, notify the Trustee and the Master Servicer in writing of the location and account number of each subaccount such Tax Contingency Amount in the Escrow Account and shall give the Trustee and the Master Servicer written notice of any change absence of such location or account number on or prior substitution and in an amount equal to the date of such change. Each Primary Servicer shall deposit into the appropriate subaccount of the related Tax Contingency Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan Amount and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts Lease Claims Amount shall remain in any subaccount of an the Indemnification Escrow Account are invested for until the benefit earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member of the related Primary ServicerProTrader Group, such Primary Servicer shall deposit into such subaccount out which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of its own funds an amount representing net losses realized on Permitted Investments with respect all applicable statutes of limitations for any claims relating to funds the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in such subaccounta form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in full.

Escrow Accounts. Subservicer shall take all actions necessary to ensure that each Mortgage Loan Escrow Account is maintained in an FDIC insured depository institution in accordance with Agency Requirements and Applicable Law. Subservicer shall be responsible for all matters relating to the administration of the Escrow Accounts, including without limitation: the deposit of funds to the Escrow Accounts no later than the next Business Day after receipt; the disbursement of funds to the proper parties when and if due in payment of the items for which such Escrow Accounts are established; payment of interest to Borrowers on funds deposited into such Escrow Accounts to the extent required by Applicable Law (a) On or before Delivery Dateand Subservicer shall receive reimbursement from the Servicer for its payment of interest to Borrowers on funds deposited into such Escrow Account in accordance with this Agreement); and maintenance of all books and records with respect to such Escrow Accounts, each Primary Servicer shall establishall in accordance with Applicable Law and Agency Requirements. If, and hereby agrees to maintain for on the duration effective date of this Agreement, an Subservicer obtains sufficient Agency approval to transfer, and does transfer the Escrow AccountAccounts from their current depository institution to Chase Manhattan Bank, USA, N.A., then Servicer shall have the right to all actual interest income and other benefits derived from the Escrow Accounts. The In the event that Subservicer is unable to obtain sufficient Agency approval to transfer the Escrow Account Accounts from their current depository institution to Chase Manhattan Bank, USA, N.A. as of the effective date of this Agreement, then until such transfer is able to be accomplished, Subservicer shall have the right to all actual interest income derived from the Escrow Accounts, and shall pay Servicer monthly, together with the remittance of the servicing fee to Servicer, interest on the funds maintained in such accounts at a rate equal to the 30-day LIBOR rate less one quarter of one percent. Unless transferred as noted above, the Escrow Accounts shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related Mortgage Loans, and funds in each such subaccount maintained in the accounts that exists as of the date of execution of this Agreement (unless otherwise moved with the prior approval of Servicer). Escrow Account Accounts shall be held established in the name of Subservicer and titled as mutually agreed by such Primary Servicer the parties for the benefit of Servicer, the Certificateholders Agency and the related Mortgagors and shall not be commingled with any other moneysBorrowers, as their interest appear. Each Primary Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Master Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Master Servicer written notice of any change of such location or account number on or prior to the date of such change. Each Primary Servicer shall deposit into permit Subservicer to have access to such Escrow Accounts to make deposits and disbursements in accordance with the appropriate subaccount terms of the related this Agreement. Subservicer shall provide all statements with regard to such Escrow Account any Escrow Payments that it receivesAccounts as required in compliance with Applicable Law, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required including but not limited to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an Escrow Account are invested for the benefit of the related Primary Servicer, such Primary Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccountRESPA.

Escrow Accounts. (a) On or before Delivery DateAt the Closing, each Primary Servicer Parent shall establishdeposit with U.S. Bank, National Association (in its capacity as escrow agent, and hereby agrees to maintain for together with any successor thereto that is appointed in accordance with the duration terms of this the Escrow Agreement, an the “Escrow Agent”): (i) a portion of the Cash Merger Consideration equal to the Working Capital Escrow Amount and (ii) a portion of the Stock Merger Consideration equal to the amount of the Indemnification Escrow Amount, and the same shall be subject to reduction on the six-month anniversary of the Closing pursuant to the Escrow Agreement (the accounts into which such amounts are deposited, the “Working Capital Escrow Account” and the “Indemnification Escrow Account,” respectively). The Working Capital Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccountsused to exclusively satisfy amounts payable to Parent, each of which shall relate solely if any, pursuant to collections with respect to Section 2.8, and, other than as provided in Section 2.8(e)(ii), the Related Mortgage Loans, and funds in each such subaccount in the Indemnification Escrow Account shall be held by such Primary Servicer for the benefit used to exclusively satisfy any claims of the Certificateholders Parent Indemnitees for indemnification pursuant to Section 10.2(a) made from and the related Mortgagors and shall not be commingled with any other moneys. Each Primary Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Master Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Master Servicer written notice of any change of such location or account number on or after Closing but prior to the date of such changerespective Indemnity Termination Date. Each Primary Servicer shall deposit into Any funds or Escrow Shares in the appropriate subaccount of the related Working Capital Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an Indemnification Escrow Account are invested for not so used shall be distributed in accordance with the benefit of Escrow Agreement to the related Primary ServicerMembers’ Representative, such Primary Servicer which funds or Escrow Shares shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments be allocated among the Members in accordance with respect Exhibit G (as updated pursuant to funds Section 2.4(f)). Except as otherwise expressly stated in such subaccountthis Agreement or the Escrow Agreement, the Escrow Shares shall be valued at the Average Stock Closing Price.

Escrow Accounts. (a) On or before the Delivery Date, each Primary the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Primary Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. Each Primary The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Master Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Master Special Servicer written notice of any change of such location or account number on or prior to the date of such change. Each Primary The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an Escrow Account are invested for the benefit of the related Primary Servicer, such Primary Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.

Escrow Accounts. (a) On or before Delivery the Closing Date, each Primary Servicer Computone shall establish, or shall cause its transfer agent to deposit with the Escrow Agent (i) the Escrow Shares in the Stock Escrow Account and hereby agrees to maintain for (ii) the duration of this Agreement, an Escrow Cash in the Cash Escrow Account. The Escrow Account Shares allocable to a Shareholder shall be an Eligible Accountdelivered by Computone or Computone's transfer agent to the Escrow Agent in the form of duly authorized stock certificates issued in the respective names of each Shareholder as set forth on Exhibit A hereto, together with endorsed stock powers. The Stock Escrow Account and the Cash Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Primary Servicer for the benefit of the Certificateholders and the related Mortgagors as a trust fund and shall not be commingled with subject to any lien, attachment, trustee process or any other moneysjudicial process of any creditor of any party hereto. Each Primary Servicer shall, within five (5) Business Days The Escrow Agent agrees to accept delivery of the establishment thereofEscrow Shares and to hold the Escrow Shares in the Stock Escrow Account, notify the Trustee and the Master Servicer in writing Escrow Agent agrees to accept delivery of the location Escrow Cash and account number of each subaccount to hold the Escrow Cash in the Cash Escrow Account, in each case subject to the terms and conditions of this Agreement. Pending the disposition of the Escrow Cash and any cash from time to time in the Stock Escrow Account and shall give (collectively, the Trustee and "Funds") by the Master Servicer written notice Escrow Agent pursuant to this Agreement, the Escrow Agent agrees to invest the Funds in short-term obligations of any change the United States Government or overnight repurchase agreements. All interest earned on the investment of such location or account number on or prior to Funds pursuant hereto shall be reinvested by the date of such change. Each Primary Servicer shall deposit into the appropriate subaccount Escrow Agent in short-term obligations of the related Escrow Account any Escrow Payments that it receives, including, without limitation, United States Government or overnight repurchase agreements until the termination of this Agreement at which time such interest shall be paid to (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required the Shareholders to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan extent the interest is attributable to Funds that are disbursed pursuant to this Agreement to the Shareholders and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if to the amounts in any subaccount of an Escrow Account Indemnified Persons to the extent the interest is attributable to Funds that are invested for disbursed pursuant to this Agreement to the benefit of the related Primary Servicer, such Primary Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccountIndemnified Persons.

Escrow Accounts. (a) On or before Delivery Date, The Issuers and each Primary Servicer shall establishof the Holders by acceptance of the Notes hereby and authorizes and directs the Trustee to enter into the Escrow Agreement, and hereby agrees to maintain perform its obligations and exercise its rights thereunder in accordance therewith. Notwithstanding anything to the contrary in this Indenture, on the Issue Date substantially concurrently with the issuance of the Initial Notes, the Issuers shall cause to be deposited the gross proceeds of the offering of (i) the Initial Dollar Notes, pursuant to the terms of the Escrow Agreement, into an Escrow Account (such deposited proceeds and any other funds or other property from time to time held by the Escrow Agent in such Escrow Account for the duration Initial Dollar Notes, the “Dollar Escrow Property”) and (ii) the Initial Euro Notes, pursuant to the terms of this the Escrow Agreement, into an Escrow AccountAccount (such deposited proceeds and any other funds or other property from time to time held by the Escrow Agent in such Escrow Account for the Initial Euro Notes, the “Euro Escrow Property” and, together with the Dollar Escrow Property, the “Escrow Property”). The Escrow Account Issuers shall be an Eligible Account. The Escrow Account shall consist of one or more subaccountsgrant the Trustee, each of which shall relate solely to collections with respect to the Related Mortgage Loans, for its benefit and funds in each such subaccount in the Escrow Account shall be held by such Primary Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. Each Primary Servicer shallHolders, within five (5) Business Days subject to certain Liens of the establishment thereof, notify the Trustee and the Master Servicer in writing of the location and account number of each subaccount Escrow Agent as set forth in the Escrow Agreement, a first-priority security interest in each Escrow Account and all deposits and investment property therein to secure all Obligations in respect of the Initial Dollar Notes and the Initial Euro Notes, respectively, including in each case the payment of the Special Mandatory Redemption Price; provided that each such Lien and security interest shall give automatically be released and terminate at such time as the applicable Escrow Property is released from the applicable Escrow Account (it being understood that, for the avoidance of doubt and notwithstanding anything to the contrary, such Liens and security interests granted in favor of the Trustee for its benefit and the Master Servicer written notice of any change of such location or account number on or prior to the date of such change. Each Primary Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of an Escrow Account are invested for the benefit of the related Primary ServicerHolders, and such Primary Servicer Liens of the Escrow Agent, in each case pursuant to the terms of the Escrow Agreement, shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccountbe permitted under this Indenture).