Common use of Impound Account Clause in Contracts

Impound Account. 4.4.1 Lessor may, at its option to be exercised by thirty (30) days’ written notice to Lessee, require Lessee to deposit, at the time of any payment of Minimum Rent, an amount equal to one-twelfth (1/12) of Lessee’s estimated annual taxes, of every kind and nature, required pursuant to Section 4.1 plus one-twelfth of Lessee’s estimated annual insurance premiums required pursuant to Section 4.3 with Lessor or into an impound account as directed by Lessor. Lessor shall not be required to keep any amounts deposited by Lessee with Lessor pursuant to this Section separate from its general funds. Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order of priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent. The cost of administering any such impound account shall be paid by Lessee. 4.4.2 So long as no Event of Default, or any event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred hereunder, the amounts deposited by Lessee pursuant to Section 4.4.1 shall accrue interest at a rate equal to (a) if such amounts are deposited into an impound account, the rate of interest received by Lessor from time to time on the amounts deposited in such impound account and (b) if such amounts are commingled with Lessor’s general funds, the rate of interest received by Lessor from time to time on the funds held by Lessor in its deposit accounts, and such accrued interest shall be applied by Lessor to the payment of Lessee’s annual taxes required pursuant to Section 4.1 and/or Lessee’s insurance premiums required pursuant to Section 4.3, as Lessor shall determine. In the event of a transfer of Lessor’s interest in the Leased Property, Lessor shall have the right to transfer to the transferee the amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 on account of the taxes and insurance premiums and thereupon shall, without any further agreement between the parties, be released by Lessee from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of such amounts to a new Lessor. The amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 may be assigned as security in connection with a Facility Mortgage. 4.4.3 Nothing contained in this Section 4.4 shall be deemed to affect any right or remedy of Lessor hereunder. In addition, nothing contained in this Section 4.4 shall entitle Lessee to any interest on any amounts funded by Lessee into any Facility Mortgage Reserve Account pursuant to Section 35.3 below; provided, however, that Lessor shall apply any interest actually received from a Facility Mortgagee on account of any amounts funded by Lessee into any Facility Mortgage Reserve Account to the payment of Lessee’s annual taxes required pursuant to Section 4.1 and/or Lessee’s insurance premiums required pursuant to Section 4.3, as Lessor shall determine.

Impound Account. 4.4.1 Lessor may, at its option to be exercised by thirty (30) days’ written notice to Lessee, require Lessee to deposit, at the time of any payment of Minimum Rent, an amount equal to one-twelfth (1/12) of Lessee’s estimated annual taxes, of every kind and nature, required pursuant to Section 4.1 plus one-twelfth of Lessee’s estimated annual insurance premiums required pursuant to Section 4.3 with Lessor or into an impound account as directed by Lessor. Lessor shall not be required to keep any amounts deposited by Lessee with Lessor pursuant to this Section separate from its general funds. Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order of priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent. The cost of administering any such impound account shall be paid by Lessee. 4.4.2 So long as no Event of Default, or any event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred hereunder, the amounts deposited by Lessee pursuant to Section 4.4.1 shall accrue interest at a rate equal to (a) if such amounts are deposited into an impound account, the rate of interest received by Lessor from time to time on the amounts deposited in such impound account and (b) if such amounts are commingled with Lessor’s general funds, the rate of interest received by Lessor from time to time on the funds held by Lessor in its deposit accounts, and such accrued interest shall be applied by Lessor to the payment of Lessee’s annual taxes required pursuant to Section 4.1 and/or Lessee’s insurance premiums required pursuant to Section 4.3, as Lessor shall determine. In the event of a transfer of Lessor’s interest in the Leased PropertyProperty of any Facility, Lessor shall have the right to transfer to the transferee the amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 on account of the taxes and insurance premiums relating to such Facility and thereupon shall, without any further agreement between the parties, be released by Lessee from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of such amounts to a new Lessor. The amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 may be assigned as security in connection with a Facility Mortgage. 4.4.3 Nothing contained in this Section 4.4 shall be deemed to affect any right or remedy of Lessor hereunder. In addition, nothing contained in this Section 4.4 shall entitle Lessee to any interest on any amounts funded by Lessee into any Facility Mortgage Reserve Account pursuant to Section 35.3 below; provided, however, that Lessor shall apply any interest actually received from a Facility Mortgagee on account of any amounts funded by Lessee into any Facility Mortgage Reserve Account to the payment of Lessee’s annual taxes required pursuant to Section 4.1 and/or Lessee’s insurance premiums required pursuant to Section 4.3, as Lessor shall determine.

Impound Account. 4.4.1 Lessor may, at its option to be exercised by thirty (30) days’ written notice to Lessee, require Lessee to deposit, at the time of any payment of Minimum Rent, an amount equal to one-twelfth (1/12) of Lessee’s estimated annual taxes, of every kind and nature, required pursuant to Section 4.1 plus one-twelfth of Lessee’s estimated annual insurance premiums required pursuant to Section 4.3 with Lessor or into an impound account as directed by Lessor. Lessor shall not be required to keep any amounts deposited by Lessee with Lessor pursuant to this Section separate from its general funds. Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order of priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent. The cost of administering any such impound account shall be paid by Lessee.20 4.4.2 So long as no Event of Default, or any event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred hereunder, the amounts deposited by Lessee pursuant to Section 4.4.1 shall accrue interest at a rate equal to (a) if such amounts are deposited into an impound account, the rate of interest received by Lessor from time to time on the amounts deposited in such impound account and (b) if such amounts are commingled with Lessor’s general funds, the rate of interest received by Lessor from time to time on the funds held by Lessor in its deposit accounts, and such accrued interest shall be applied by Lessor to the payment of Lessee’s annual taxes required pursuant to Section 4.1 and/or Lessee’s insurance premiums required pursuant to Section 4.3, as Lessor shall determine. In the event of a transfer of Lessor’s interest in the Leased PropertyProperty of any Facility, Lessor shall have the right to transfer to the transferee the amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 on account of the taxes and insurance premiums relating to such Facility and thereupon shall, without any further agreement between the parties, be released by Lessee from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of such amounts to a new Lessor. The amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 may be assigned as security in connection with a Facility Mortgage. . 4.4.3 Nothing contained in this Section 4.4 shall be deemed to affect any right or remedy of Lessor hereunder. In addition, nothing contained in this Section 4.4 shall entitle Lessee to any interest on any amounts funded by Lessee into any Facility Mortgage Reserve Account pursuant to Section 35.3 below; provided, however, that Lessor shall apply any interest actually received from a Facility Mortgagee on account of any amounts funded by Lessee into any Facility Mortgage Reserve Account to the payment of Lessee’s annual taxes required pursuant to Section 4.1 and/or Lessee’s insurance premiums required pursuant to Section 4.3, as Lessor shall determine.

Impound Account. 4.4.1 Lessor may, Borrowers shall establish and maintain at its option to be exercised by thirty all times while any portion of the Debt remains outstanding an impound account (30the “Impound Account”) days’ written notice to Lessee, require Lessee to deposit, at the time of any with Lender for payment of Minimum Rentreal estate taxes, assessments (including, without limitation, assessments due to any Condominium Association), maintenance charges, any other assessments or charges that may become liens or charges on the Individual Properties (collectively the “Assessments”, and any Assessments that have priority over the Debentures shall be referred to herein as the “Major Assessments”), and insurance with respect to the Individual Properties as additional security for the Debt; provided, however, that, such deposits shall be required only to the extent set forth in the remainder of this Section. At all times during the term of the Loan, Borrower shall pay to Lender, concurrently with and in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, deposits in an amount equal to one-twelfth (1/12) of Lessee’s estimated the amount of the annual taxesAssessments that will next become due and payable on the Individual Properties, of every kind and nature, required pursuant to Section 4.1 plus one-twelfth (1/12) of Lessee’s the amount of the annual premiums that will next become due and payable on insurance policies which Borrowers are required to maintain hereunder, each as estimated annual and determined by Lender. So long as no Default or Event of Default has occurred, and no event has occurred or failed to occur which with the passage of time, the giving of notice, or both would constitute an Event of Default (a “Default”), all sums in the Impound Account shall be held by Lender in the Impound Account to pay said Assessments and insurance premiums required pursuant before the same become delinquent. Borrowers shall be responsible for ensuring the receipt by Lender, at least thirty (30) days prior to Section 4.3 with Lessor the respective due date for payment thereof, of all bills, invoices and statements for all Assessments and insurance premiums to be paid, if any, from the Impound Account, and so long as no Event of Default has occurred, Lender shall pay the governmental authority or other party entitled thereto directly to the extent funds are available for such purpose in the Impound Account. In making any payment from the Impound Account, Lender shall be entitled to rely on any xxxx, statement or estimate procured from the appropriate public office or insurance company or agent without any inquiry into an impound account as directed the accuracy of such xxxx, statement or estimate and without any inquiry into the accuracy, validity, enforceability or contestability of any tax, assessment, valuation, sale, forfeiture, tax lien or title or claim thereof. No interest on funds contained in the Impound Account, if any, shall be paid by LessorLender to Borrowers. Lessor Notwithstanding the foregoing, Borrower shall not be required to keep make such any amounts deposited by Lessee such deposits with Lessor pursuant to this Section separate from its general funds. Such amounts shall be applied Lender to the payment extent (and only to the extent) that (i) all such Assessments and insurance premiums are held in reserve by the Condominium Associations for each of the obligations Individual Properties in respect of which said amounts were deposited in an amount sufficient to pay such order of priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent. The cost of administering any such impound account shall be paid by Lessee. 4.4.2 So long as no Event of Default, or any event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred hereunder, the amounts deposited by Lessee pursuant to Section 4.4.1 shall accrue interest costs and expenses at a rate equal to (a) if such amounts are deposited into an impound account, the rate of interest received by Lessor from time to time on the amounts deposited in such impound account and (b) if such amounts are commingled with Lessor’s general funds, the rate of interest received by Lessor from time to time on the funds held by Lessor in its deposit accounts, and such accrued interest shall be applied by Lessor least 30 days prior to the payment due date of Lessee’s annual taxes required pursuant to Section 4.1 and/or Lessee’s insurance premiums required pursuant to Section 4.3, as Lessor shall determine. In the event of a transfer of Lessor’s interest in the Leased Property, Lessor shall have the right to transfer to the transferee the amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 on account of the taxes such Assessments and insurance premiums and thereupon shallBorrowers are timely making such payments to the Condominium Association, without (ii) Lender has not received notice from the Condominium Association that (A) any further agreement between of such reserves are no longer required or being held by the parties, Condominium Association and (B) Borrower is in default of its payment of any Assessments or insurance premiums required to be released by Lessee from all liability thereforpaid to the Condominium Association, and it is agreed (iii) Lender receives a monthly accounting from the Property Manager that such reserves are being paid by Borrowers on a monthly basis and notice from the Condominium Association that the provisions hereof shall apply Assessments and insurance premiums have been paid prior to every transfer or assignment of the date such amounts to a new Lessor. The amounts deposited by Lessee with Lessor or in any impound account established by Lessor pursuant to Section 4.4.1 may be assigned as security in connection with a Facility Mortgage. 4.4.3 Nothing contained in this Section 4.4 shall be deemed to affect any right or remedy of Lessor hereunder. In addition, nothing contained in this Section 4.4 shall entitle Lessee to any interest on any amounts funded by Lessee into any Facility Mortgage Reserve Account pursuant to Section 35.3 beloware due; provided, however, that Lessor the foregoing waiver of reserves shall not apply (i) to any interest actually received from Major Assessments or any Assessments that would be imposed upon Lender following a Facility Mortgagee on account foreclosure of any amounts funded by Lessee into any Facility Mortgage Reserve Account the Debenture (unless Lender has the right to notice of a default in the payment of Lessee’s annual taxes required pursuant such Assessments and the right to Section 4.1 and/or Lessee’s insurance premiums required pursuant cure such non-payment), and Borrower shall escrow with Lender an amount determined by Lender in its reasonable discretion to Section 4.3, as Lessor shall determinepay such Assessments and (ii) during any Cash Trap Period.