Common use of Escrow of Impositions Clause in Contracts

Escrow of Impositions. Sublessor may, at Sublessor's sole option, provide Subtenant with a statement of estimated Impositions for the then upcoming Lease Year (based upon Sublessor's reasonable estimate of anticipated Impositions for such Lease Year), and, following Sublessor's request therefor, Subtenant shall, beginning the first day of the next calendar month following such request and continuing thereafter throughout the Term (unless and until otherwise thereafter excused by Sublessor), pay in equal monthly installments one-twelfth (1/12) of the aforesaid estimated Impositions for each Lease Year; provided, that if Sublessor determines at any time or from time to time that the Impositions are to be greater than the aforesaid estimated amount, then Sublessor may from time to time or at any time during any such Lease Year deliver to Subtenant Sublessor's revised estimate of the amount of Impositions, and Subtenant shall pay to Sublessor, within twenty (20) days following Subtenant's receipt of notification of the revised amount, the difference between the previous estimate and the revised estimate for the expired portion of the then current Lease Year, and the monthly installments of estimated Impositions payable shall be increased for the months following Subtenant's receipt of the revised estimate to one-twelfth (1/12) of the revised estimate of Impositions; provided further, that not more than one hundred eighty (180) days following the last day of each Lease Year during the Term, Sublessor will, as applicable, provide Subtenant with a written comparison of the amount of the estimated Impositions paid for the Lease Year just ended to Impositions actually incurred for such Lease Year, and if the amount of the estimated Impositions paid by Subtenant for such prior Lease Year: (A) exceeds the amount Subtenant should have paid based on the actual amount of the Impositions, Sublessor will give Subtenant a credit against current payments of Impositions (or, if such credit exceeds the amount of Impositions payable during the remainder of the Term, refund the excess), or (B) is less than the amount Subtenant should have paid based on the actual amount of the Impositions, Subtenant shall pay Sublessor the difference within twenty (20) days following Subtenant's receipt of such written comparison.

Escrow of Impositions. Sublessor mayIn the event Tenant fails to timely pay any or all of the Impositions with respect to any Leased Facility two (2) times in any one (1) tax period or three (3) times in any two (2) consecutive tax periods, at Sublessor's sole optionthen, provide Subtenant upon ten (10) days written notice from Landlord to Tenant, Tenant shall thereafter deposit with a statement of estimated Impositions for the then upcoming Lease Year (based upon Sublessor's reasonable estimate of anticipated Impositions for such Lease Year), and, following Sublessor's request therefor, Subtenant shall, beginning Landlord on the first day of each month during the next calendar month following such request remaining Term hereof and continuing thereafter throughout the Term (unless and until otherwise thereafter excused by Sublessor)any extended Term, pay in a sum equal monthly installments one-twelfth (1/12) of the aforesaid estimated Impositions for each Lease Year; provided, that if Sublessor determines at any time or from time to time that the Impositions are to be greater than the aforesaid estimated amount, then Sublessor may from time to time or at any time during any such Lease Year deliver to Subtenant Sublessor's revised estimate of the amount of Impositions, and Subtenant shall pay to Sublessor, within twenty (20) days following Subtenant's receipt of notification of the revised amount, the difference between the previous estimate and the revised estimate for the expired portion of the then current Lease Year, and the monthly installments of estimated Impositions payable shall be increased for the months following Subtenant's receipt of the revised estimate to one-twelfth (1/121/12th) of the revised Landlord's estimate of Impositions; provided further, that not more than one hundred eighty (180) days following the last day of each Lease Year Impositions assessed or to be assessed against such Leased Property during the Term, Sublessor will, as applicable, provide Subtenant with a written comparison tax year of the amount of the estimated Impositions paid for the Lease Year just ended to Impositions actually incurred for such then applicable Lease Year, which sum shall be used by Landlord toward payment of such Impositions. If at the end of any applicable tax year, any such funds held by Landlord are insufficient to make full payment of taxes or other Impositions for which such funds are held, Tenant, on demand, shall pay to Landlord any additional funds necessary to pay and if discharge the amount obligations of Tenant pursuant to the provisions of this Article III. If, however, at the end of any applicable tax year, such funds held by Landlord are in excess of the estimated total payment required to satisfy taxes or other Impositions paid for which such funds are held, Landlord shall apply such excess amounts to Tenant's tax and Imposition escrow fund for the next tax year. If any such excess exists following the expiration or earlier termination of any Lease, and subject to Section 9.08 below, Landlord shall promptly refund such excess amounts to Tenant. The receipt by Subtenant for such prior Lease Year: (A) exceeds the amount Subtenant should have paid based on the actual amount Landlord of the payment of such Impositions by and from Tenant shall only be as an accommodation to Tenant and the taxing authorities, and shall not be construed as rent or income to Landlord, and shall not be deemed as the assumption by Landlord to pay such Impositions or be deemed a waiver by Landlord of Tenant's obligation to pay such Impositions, Sublessor will give Subtenant a credit against current payments of Impositions (orLandlord serving, if such credit exceeds the amount of Impositions payable during the remainder of the Termat all, refund the excess), or (B) is less than the amount Subtenant should have paid based on the actual amount of the Impositions, Subtenant shall pay Sublessor the difference within twenty (20) days following Subtenant's receipt of such written comparisononly as a conduit for delivery purposes.

Escrow of Impositions. Sublessor may(a) In order to assure the payment of all Impositions, Tenant, upon the demand of Landlord at Sublessor's sole option, provide Subtenant any time after the occurrence of an Event of Default hereunder that arises from Tenant’s failure to pay Rental in accordance with a statement of estimated Impositions for the then upcoming Lease Year (based upon Sublessor's reasonable estimate of anticipated Impositions for such Lease YearSection 24.01(a), and, following Sublessor's request therefor, Subtenant shall, beginning shall deposit with Depository on the first day of each month during the next calendar month following such request and continuing thereafter throughout the Term (unless and until otherwise thereafter excused by Sublessor)Term, pay in an amount equal monthly installments one-twelfth (1/12) of the aforesaid estimated Impositions for each Lease Year; provided, that if Sublessor determines at any time or from time to time that the Impositions are to be greater than the aforesaid estimated amount, then Sublessor may from time to time or at any time during any such Lease Year deliver to Subtenant Sublessor's revised estimate of the amount of Impositions, and Subtenant shall pay to Sublessor, within twenty (20) days following Subtenant's receipt of notification of the revised amount, the difference between the previous estimate and the revised estimate for the expired portion of the then current Lease Year, and the monthly installments of estimated Impositions payable shall be increased for the months following Subtenant's receipt of the revised estimate to one-twelfth (1/121/12th) of the revised estimate annual Impositions then in effect. (b) If at any time the monies so deposited by Tenant shall be insufficient to pay the next installment of Impositions; provided furtherImpositions then due, that not more than one hundred eighty (180) days following the last day of each Lease Year during the TermTenant shall, Sublessor will, as applicable, provide Subtenant with a written comparison of after demand therefor by Landlord deposit the amount of the estimated insufficiency with Depository to enable Depository to pay the next installment of Impositions paid at least thirty (30) days prior to the Due Date thereof. (c) Depository shall hold the deposited monies in a segregated, non-commingled, special account for the Lease Year just ended to Impositions actually incurred purpose of paying the charges for which such amounts have been deposited as they become due, and Depository shall apply the deposited monies for such Lease Year, and if purpose not later than the Due Date for such charges. (d) If at any time the amount of any Imposition is increased or Landlord receives a notice from the estimated Impositions paid entity or entities imposing such Imposition that an Imposition will be increased and the monthly deposits then being made by Subtenant Tenant under this Section 5.01 would be insufficient to pay such Imposition thirty (30) days prior to the Due Date thereof, then upon notice from Landlord to Tenant of such fact, the monthly deposits shall thereupon be increased and Tenant shall deposit immediately with Depository sufficient monies for such prior Lease Year: (A) exceeds the amount Subtenant should have paid based on the actual amount payment of the increased Imposition. Thereafter, the monthly payments shall be adjusted so that Depository shall receive from Tenant sufficient monies to pay each Imposition at least thirty (30) days prior to the Due Date of such Imposition. (e) For the purpose of determining whether Depository has on hand sufficient monies to pay any particular Imposition at least thirty (30) days prior to the Due Date thereof, deposits for each category of Imposition shall be treated separately. Depository shall not be obligated to use monies deposited for the payment of an Imposition not yet due and payable for the payment of an Imposition that is due and payable. (f) Notwithstanding the foregoing, (i) monies deposited under this Lease may be held by Depository in a single bank account that satisfies the requirements of Section 5.01(c), and (ii) Depository shall, at Landlord’s option and direction and if Tenant shall fail to make any payment or perform any obligation required under this Lease, use any monies deposited pursuant to Article 4 or 5 for the payment of any Rental. (g) If this Lease shall be terminated by reason of any Event of Default or if dispossession occurs pursuant to Section 24.03(b), all deposited monies under this Article 5 then held by Depository shall be paid to and applied by Landlord in payment of any and all sums due and payable by Tenant under this Lease and Tenant shall promptly pay the resulting deficiency. If there is any excess in the monies held by Depository upon the expiration or any earlier termination of this Lease, then Landlord shall direct the Depository to pay Tenant upon the termination or expiration of this Lease the excess, if any, of the deposited monies under this Article 5 over any sums due and payable by Tenant under this Lease. (h) Any interest paid on monies deposited pursuant to this Article 5 shall be applied pursuant to the foregoing provisions against amounts thereafter becoming due and payable by Tenant or, upon termination or expiration of this Lease, shall be promptly returned to Tenant. (i) Anything in this Article 5 to the contrary notwithstanding, if the Event of Default which gave rise to Landlord having demanded that Tenant make deposits under this Section 5.01 shall have been cured by Tenant and for a period of six (6) consecutive months following such cure no Event of Default shall have occurred that arises from Tenant’s failure to comply with the provisions of Article 4 of this Lease, then, at any time after the expiration of such six (6) month period, promptly upon the demand of Tenant, provided that no subsequent uncured Event of Default shall have occurred under Article 4 of this Lease and at such time Tenant is current in the payment of Rental, all monies deposited under this Article 5 then held by Depository, with the interest, if any, accrued thereon, shall be returned to Tenant and Tenant shall not be required to make further deposits under this Article 5 unless and until there shall occur a subsequent Event of Default and Landlord shall make demand upon Tenant to make deposits for Impositions. (j) In the event that a Mortgagee shall require Tenant to deposit funds to insure payment of Impositions, Sublessor will give Subtenant any amount so deposited by Tenant with such Mortgagee or with such Mortgagee’s designee shall be credited against the amount, if any, which Tenant would otherwise be required to deposit under this Article 5, provided that such Mortgagee shall have agreed in writing, for the benefit of Landlord and pursuant to an instrument satisfactory to Landlord, to have such funds held in a credit against current payments segregated, non-commingled special account for the payment of Impositions (or, if such credit exceeds the amount of Impositions payable during the remainder of the Term, refund the excessand otherwise in accordance with Section 5.01(f), and that the Mortgagee shall use, or (B) is less than direct the amount Subtenant should have use of, such funds to pay Impositions as and when same are required to be paid based on the actual amount of the Impositionshereunder and for no other purpose; provided, Subtenant shall pay Sublessor the difference within twenty (20) days following Subtenant's receipt of such written comparisonhowever, that any sums so held and attributable to Impositions previously paid may be released to Tenant or applied for other purposes.

Escrow of Impositions. Sublessor mayIn the event Tenant fails to timely pay any or all of the Impositions with respect to the Facility two (2) times in any one (1) tax period or three (3) times in any two (2) consecutive tax periods, at Sublessor's sole optionthen, provide Subtenant upon ten (10) days written notice from Landlord to Tenant, Tenant shall thereafter deposit with a statement of estimated Impositions for the then upcoming Lease Year (based upon Sublessor's reasonable estimate of anticipated Impositions for such Lease Year), and, following Sublessor's request therefor, Subtenant shall, beginning Landlord on the first day of each month during the next calendar month following such request remaining Term hereof and continuing thereafter throughout the Term (unless and until otherwise thereafter excused by Sublessor)any extended Term, pay in a sum equal monthly installments one-twelfth (1/12) of the aforesaid estimated Impositions for each Lease Year; provided, that if Sublessor determines at any time or from time to time that the Impositions are to be greater than the aforesaid estimated amount, then Sublessor may from time to time or at any time during any such Lease Year deliver to Subtenant Sublessor's revised estimate of the amount of Impositions, and Subtenant shall pay to Sublessor, within twenty (20) days following Subtenant's receipt of notification of the revised amount, the difference between the previous estimate and the revised estimate for the expired portion of the then current Lease Year, and the monthly installments of estimated Impositions payable shall be increased for the months following Subtenant's receipt of the revised estimate to one-twelfth (1/12l/12th) of the revised Landlord’s reasonable estimate of Impositions; provided further, that not more than one hundred eighty (180) days following the last day of each Lease Year Impositions assessed or to be assessed against such Leased Property during the Term, Sublessor will, as applicable, provide Subtenant with a written comparison tax year of the amount of the estimated Impositions paid for the Lease Year just ended to Impositions actually incurred for such then applicable Lease Year, which sum shall be used by Landlord toward payment of such Impositions. If at the end of any applicable tax year, any such funds held by Landlord are insufficient to make full payment of taxes or other Impositions for which such funds are held, Tenant, on demand, shall pay to Landlord any additional funds necessary to pay and if discharge the amount obligations of Tenant pursuant to the provisions of this paragraph. If, however, at the end of any applicable tax year, such funds held by Landlord are in excess of the estimated total payment required to satisfy taxes or other Impositions paid for which such funds are held, Landlord shall apply such excess amounts to Tenant’s tax and Imposition escrow fund for the next tax year. If any such excess exists following the expiration or earlier termination of this Lease Agreement, Landlord shall promptly refund such excess amounts to Tenant. The receipt by Subtenant for such prior Lease Year: (A) exceeds the amount Subtenant should have paid based on the actual amount Landlord of the payment of such Impositions by and from Tenant shall only be as an accommodation to Tenant and the taxing authorities, and shall not be construed as rent or income to Landlord, and shall not be deemed as the assumption by Landlord to pay such Impositions or be deemed a waiver by Landlord of Tenant’s obligation to pay such Impositions, Sublessor will give Subtenant a credit against current payments of Impositions (orLandlord serving, if such credit exceeds the amount of Impositions payable during the remainder of the Termat all, refund the excess), or (B) is less than the amount Subtenant should have paid based on the actual amount of the Impositions, Subtenant shall pay Sublessor the difference within twenty (20) days following Subtenant's receipt of such written comparisononly as a conduit for delivery purposes.