Common use of Tax and Insurance Escrow Account Clause in Contracts

Tax and Insurance Escrow Account. In the event Tenant fails to timely pay any tax, assessment, imposition or charge required to be paid by Tenant pursuant to Section 8.1, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest in the Tax and Insurance Account.

Tax and Insurance Escrow Account. In the event Tenant fails to timely pay any taxof the Events of Default specified in Section 12.1 hereunder shall occur, assessment, imposition or charge required to be paid by Tenant pursuant to Section 8.1upon request of a Mortgagee, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "“Tax and Insurance Account"”) to be established by Tenant with a lending institution or other third party escrow agent designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution or other third party escrow agent without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's ’s compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "“Tax and Insurance Escrow Amount"”). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth (1/12th) of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's ’s obligations hereunder and shall be subject to Landlord's ’s security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's ’s security interest in the Tax and Insurance Account.

Tax and Insurance Escrow Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of reserving amounts payable by Borrower in respect of Taxes and insurance premiums (the “Tax and Insurance Escrow Account”). (b) On the Closing Date, Borrower shall deposit, or cause to be deposited, into the Tax and Insurance Escrow Account an amount sufficient to pay all Taxes by the 30th day prior to the date they come due, assuming subsequent monthly fundings on Payment Dates of 1/12 of projected annual Taxes. (c) On each subsequent Payment Date, an additional deposit shall be made therein in an amount equal to 1/12 of the Taxes that Lender reasonably estimates, based on information provided by Borrower, will be payable during the next ensuing 12 months; provided, however, that if at any time Lender reasonably determines that the amount in the Tax and Insurance Escrow Account will not be sufficient to accumulate (upon payment of subsequent monthly amounts in accordance with the provisions of this Agreement) the full amount of all installments of Taxes by the date on which such amounts come due, then Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to the Tax and Insurance Escrow Account by the amount that Lender reasonably estimates is sufficient to achieve such accumulation. (d) Within five Business Days following the date on which the Property is no longer insured under a blanket insurance program reasonably acceptable to Lender and satisfying to Lender’s reasonable satisfaction all Rating Agency requirements, Borrower shall deposit, or cause to be deposited, into the Tax and Insurance Escrow Account an amount sufficient to pay all insurance premiums relating to the Property by the 30th day prior to the date they come due, assuming subsequent monthly fundings on Payment Dates of 1/12 of projected annual insurance premiums relating to the Property. On each subsequent Payment Date, an additional deposit shall be made therein in an amount equal to 1/12 of the insurance premiums relating to the Property that Lender reasonably estimates, based on information provided by Borrower, will be payable during the next ensuing 12 months; provided, however, that if at any time Lender reasonably determines that the amount in the Tax and Insurance Escrow Account will not be sufficient to accumulate (upon payment of subsequent monthly amounts in accordance with the provisions of this Agreement) the full amount of all insurance premiums by the date on which such amounts come due, then Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to the Tax and Insurance Escrow Account by the amount that Lender reasonably estimates is sufficient to achieve such accumulation. (e) Borrower shall provide Lender with copies of all tax and insurance bills relating to the Property promptly after Borrower’s receipt thereof. Lender will apply amounts in the Tax and Insurance Escrow Account toward the purposes for which such amounts are deposited therein (or, so long as no Event of Default is then continuing, within 10 Business Days following Borrower’s written request, reimburse Borrower from such reserves for payment of such Taxes and insurance premiums, if applicable, subject to Lender’s receipt of evidence of payment of such Taxes and insurance premiums). In connection with the event Tenant fails making of any payment from the Tax and Insurance Escrow Account, Lender may cause such payment to timely pay be made according to any xxxx, statement or estimate provided by Borrower or procured from the appropriate public office or insurance carrier, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, imposition sale, forfeiture, tax lien or charge required to be paid title or claim thereof unless given written advance notice by Tenant pursuant to Section 8.1, Landlord shall have the right, by written notice to Tenant effective as of the date Borrower of such noticeinaccuracy, to require Tenant to pay invalidity or cause to be paid into a separate account (other contest. Notwithstanding the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account foregoing, Lender shall not be removed make any payment in respect of Taxes if it has received from Borrower satisfactory written evidence of payment of such lending institution without the express Taxes no less than 10 Business Days prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes Taxes are due and payable. (f) If Lender so elects at any time, there are sufficient funds in Borrower shall provide, at Borrower’s expense, a tax service contract for the Tax and Insurance Account term of the Loan issued by a tax reporting agency reasonably acceptable to pay the sameLender. If Lender does not so elect, Borrower shall reimburse Lender for the amount cost of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at making annual tax searches throughout the time when any such monthly deposit is to be paid, Landlord shall require payment term of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest in the Tax and Insurance AccountLoan.

Tax and Insurance Escrow Account. On the date hereof, there is $5,718,389.69 currently on deposit in the Tax and Insurance Escrow Account. On each Payment Date beginning on the first (1st) Payment Date after the date hereof, Borrower will deposit with Lender an amount equal to one twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates and (b) one twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof (or in the case of a blanket policy, one twelfth of the portion of the Insurance Premiums under such blanket policy that Lender determines are allocable to the Property) in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums (or in the case of a blanket policy, the portion thereof determined by Lender to be allocable to the Property) at least thirty (30) days prior to the expiration of the Policies. All such amounts so deposited shall hereinafter be referred to as the “Tax and Insurance Escrow Fund” and the account to which such amounts are held shall hereinafter be referred to as the “Tax and Insurance Escrow Account.” The Tax and Insurance Escrow Fund and the payment of the monthly Debt Service, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 and under the Security Instrument. In making any payment relating to the event Tenant fails Tax and Insurance Escrow Fund, Lender may do so according to timely pay any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, imposition sale, forfeiture, tax lien or charge required to be paid by Tenant pursuant to Section 8.1, Landlord shall have title or claim thereof. If the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums Fund shall exceed the amounts due for Taxes and real estate taxes becomes due Insurance Premiums pursuant to Section 5.1.2, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and payable, there are sufficient funds Insurance Escrow Fund. Any amount remaining in the Tax and Insurance Account Escrow Fund after the Debt has been paid in full shall be returned to pay Borrower. In allocating such excess, Lender may deal with the samePerson shown on the records of Lender to be the owner of the Property. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the any time when any such monthly deposit is to be paid, Landlord shall require payment of Lender reasonably determines that the Tax and Insurance Escrow Amount based upon Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of premiums the Taxes and real estate taxes paid for thirty (30) days prior to the preceding yearexpiration of the Policies, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as case may be necessary to create and maintain Landlord's security interest in the Tax and Insurance Accountbe.

Tax and Insurance Escrow Account. In the event Tenant fails to timely pay any taxof the Events of Default specified in Section 12.1 hereunder shall occur, assessment, imposition or charge required to be paid by Tenant pursuant to Section 8.1upon request of Landlord's lender, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest in the Tax and Insurance Account.

Tax and Insurance Escrow Account. In During the event Tenant fails to timely pay existence of any taxEvent of Default hereunder, assessment, imposition or charge required to be paid by Tenant pursuant to Section 8.1upon request of a Mortgagee, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "“Tax and Insurance Account"”) to be established by Tenant with a lending institution or other third party escrow agent designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution or other third party escrow agent without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's ’s compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "“Tax and Insurance Escrow Amount"”). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's ’s obligations hereunder and shall be subject to Landlord's ’s security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's ’s security interest in the Tax and Insurance Account.

Tax and Insurance Escrow Account. In the event Tenant fails to timely pay any tax, assessment, imposition or charge required to be paid by Tenant pursuant to Section 8.15.1 hereof, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "Tax and Insurance Account") to be established by Tenant with a lending institution designated where the accounts for the Premises are maintained, (which lending institution shall be approved in advance by Landlord (and which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 5.1 and Article 9 8 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums premium when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest in the Tax and Insurance Account. The provisions of Section 23.9 shall not be applicable to this Article 5.

Tax and Insurance Escrow Account. In the event Tenant fails to timely pay any tax, assessment, imposition or charge required to be paid by Tenant pursuant to of the Events of Default specified in Section 8.112.1 hereunder shall occur, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest in the Tax and Insurance Account.

Tax and Insurance Escrow Account. In During the event Tenant fails to timely pay existence of any tax, assessment, imposition or charge required to be paid by Tenant pursuant to Section 8.1Event of Default hereunder, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "“Tax and Insurance Account"”) to be established by Tenant with a lending institution or other third party escrow agent designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution or other third party escrow agent without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's ’s compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "“Tax and Insurance Escrow Amount"”). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's ’s obligations hereunder and shall be subject to Landlord's ’s security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's ’s security interest in the Tax and Insurance Account.

Tax and Insurance Escrow Account. In On each Payment Date, Borrower shall deposit into an Eligible Account established on or prior to the event Tenant fails to timely pay any tax, assessment, imposition or charge required to be paid by Tenant pursuant to Section 8.1, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account Closing Date (the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, hereinafter called the "Tax and Insurance Escrow AmountAccount"). During each month commencing with ) the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one amounts: (a) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies. Lender will apply amounts in the Tax and Insurance Escrow Amount Account to payments of Taxes and Insurance Premiums required to be made by Borrower (or any entity required to file tax returns with respect to Borrower) pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment from the Tax and Insurance Escrow Account, Lender may do so that as each installment according to any bxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of insurance premiums and real estate taxes becomes due and payablesuch bxxx, there are sufficient funds statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount in the Tax and Insurance Escrow Account shall exceed the amounts due for Taxes and Insurance Premiums pursuant to pay the same. If the amount of Section 5.1.2 hereof, Lender shall, in its sole discretion, return any excess to Borrower or credit such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is excess against future payments to be paid, Landlord shall require payment of made to the Tax and Insurance Escrow Amount based upon the Account. Any amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount remaining in the Tax and Insurance Escrow Account after the Debt has been paid in full shall be and constitute additional security for returned to Borrower. In allocating such excess, Lender may deal with the performance Person shown on the records of Tenant's obligations hereunder and shall Lender to be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when duethe owner of the Properties. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest If at any time Lender reasonably determines that the amount in the Tax and Insurance AccountEscrow Account is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

Tax and Insurance Escrow Account. In As additional security for the event Tenant fails Loan and in order to timely pay any taxsecure the performance and discharge of Borrower’s obligations under Section 4.1(c) and Section 4.1(d) above, assessmentbut not in lieu of such obligations, imposition or charge required to be paid by Tenant pursuant to Section 8.1upon the occurrence of an Event of Default and continuing thereafter as long an Event of Default remains uncured, Landlord upon Lender’s written request, Borrower shall have establish and maintain at all times during the right, by written notice to Tenant effective as term of the date of such notice, to require Tenant to pay or cause to be paid into a separate Loan an impound account (the "“Tax and Insurance Escrow Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums”) with respect to Lender for payment of real estate taxes and assessments and insurance on the Property. Upon such request after the occurrence of an Event of Default, Borrower will deposit with Lender a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this Section 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 then current year and the premiums for policies of insurance covering the applicable Fiscal Year period for the then current year, all as and when they become due (such amountsestimated by Lender. Thereafter, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following payment of the next monthly installment under the Note and continuing thereafter on each and every monthly payment date under the Note as long an Event of Default remains uncured, until the Indebtedness is fully paid and performed, Borrower will deposit with Lender sufficient funds (as estimated from time to time by Lender) to permit Lender to pay, at least thirty (30) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. Borrower shall be responsible for ensuring the receipt by Lender, at least thirty (30) days prior to the respective due date for payment thereof, of said notice all bills, invoices and statements for all taxes, assessments and insurance premiums to be paid from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums Account, and real estate taxes becomes due Lender shall pay (or shall permit Borrower to make withdrawals from the Tax and payable, there Insurance Escrow Account to pay) the Governmental Authority or other party entitled thereto directly to the extent funds are sufficient funds available for such purpose in the Tax and Insurance Account Escrow Account. Lender shall have the right to pay rely upon tax information furnished by applicable taxing authorities in the same. If the amount payment of such insurance premiums taxes or assessments and real estate taxes has not been definitively ascertained by Tenant at the time when shall have no obligation to make any protest of any such monthly deposit is taxes or assessments. Any excess over the amounts required for such purposes shall be applied to any Indebtedness or refunded to Borrower, at Lender’s option, and any deficiency in such funds so deposited shall be paid, Landlord shall require payment made up by Borrower upon demand of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by TenantLender. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall not, unless otherwise explicitly required by applicable law, be and constitute additional security for or be deemed to be escrow or trust funds. All such funds so deposited shall bear no interest whatsoever, may be mingled with the performance general funds of Tenant's obligations hereunder Lender and shall be applied by Lender toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to Lender by Borrower; provided, however, that following an Event of Default which remains uncured, such funds may at Lender’s option be applied to the payment of the Indebtedness then due in the order determined by Lender in its sole discretion (such application to be deemed a voluntary prepayment and subject to Landlord's security interest therein the Additional Costs), and shallthat Lender may at any time, if there in its discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are sufficient funds in escrowpast due, be used to pay taxes and insurance premiums when duetogether with any penalties or late charges with respect thereto. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security The conveyance or transfer of Borrower’s interest in the Tax 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 Insurance Accountrights to such funds held by Lender under this Section but subject to the rights of Lender hereunder.

Tax and Insurance Escrow Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of reserving amounts payable by Borrower in respect of Taxes and insurance premiums (the “Tax and Insurance Escrow Account”). (b) No amounts shall be reserved in the Tax and Insurance Escrow Account in respect of Taxes for so long as (i) the Approved Property Manager shall reserve sufficient amounts for the payment of Taxes and actually pays such amounts to the appropriate Governmental Authority, on or prior to the dates that such amounts become due and payable and (ii) within ten Business Days following the end of each Fiscal Quarter Borrower shall deliver to Lender evidence reasonably satisfactory to Lender that such reserve has been sufficiently funded and all Taxes have theretofore been paid on or prior to the dates that such amounts were due and payable. If the Approved Property Manager shall fail to reserve sufficient amounts for the payment of Taxes or to actually pay such amounts in accordance with this Section 3.4(b) (any such failure, a “Manager Tax Reserve Failure”), Borrower shall thereafter be required to fund the Tax and Insurance Escrow Account in accordance with this Agreement. Borrower acknowledges that a Manager Tax Reserve Failure exists as of the Closing Date. No amounts shall be reserved in the Tax and Insurance Escrow Account in respect of insurance premiums for so long as the Property shall be insured under Hyatt’s blanket insurance program (or another blanket insurance program reasonably acceptable to Lender and satisfying to Lender’s reasonable satisfaction all Rating Agency Requirements). (c) On the Closing Date, Borrower shall deposit, or cause to be deposited, into the Tax and Insurance Escrow Account an amount sufficient to pay all Taxes by the 30th day prior to the date they come due, assuming subsequent monthly fundings on Payment Dates of 1/12 of projected annual Taxes. On each subsequent Payment Date, an additional deposit shall be made therein in an amount equal to 1/12 of the Taxes that Lender reasonably estimates, based on information provided by Borrower, will be payable during the next ensuing 12 months; provided, however, that if at any time Lender reasonably determines that the amount in the Tax and Insurance Escrow Account will not be sufficient to accumulate (upon payment of subsequent monthly amounts in accordance with the provisions of this Agreement) the full amount of all installments of Taxes by the date on which such amounts come due, then Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to the Tax and Insurance Escrow Account by the amount that Lender reasonably estimates is sufficient to achieve such accumulation. (d) Within five Business Days following the date on which the Property is no longer insured under Hyatt’s blanket insurance program (or another blanket insurance program reasonably acceptable to Lender and satisfying to Lender’s reasonable satisfaction all Rating Agency Requirements), Borrower shall deposit, or cause to be deposited, into the Tax and Insurance Escrow Account an amount sufficient to pay all insurance premiums relating to the Property by the 30th day prior to the date they come due, assuming subsequent monthly fundings on Payment Dates of 1/12 of projected annual insurance premiums relating to the Property. On each subsequent Payment Date, an additional deposit shall be made therein in an amount equal to 1/12 of the insurance premiums relating to the Property that Lender reasonably estimates, based on information provided by Borrower, will be payable during the next ensuing 12 months; provided, however, that if at any time Lender reasonably determines that the amount in the Tax and Insurance Escrow Account will not be sufficient to accumulate (upon payment of subsequent monthly amounts in accordance with the provisions of this Agreement) the full amount of all insurance premiums by the date on which such amounts come due, then Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to the Tax and Insurance Escrow Account by the amount that Lender reasonably estimates is sufficient to achieve such accumulation. (e) For so long as Lender shall be reserving amounts in respect of Taxes and/or insurance premiums pursuant to this Section, Borrower shall provide Lender with copies of all tax and insurance bills relating to the Property promptly after Borrower’s receipt thereof. Lender will apply amounts in the Tax and Insurance Escrow Account toward the purposes for which such amounts are deposited therein (or, so long as no Event of Default is then continuing, within 10 Business Days following Borrower’s written request, reimburse Borrower from such reserves for payment of such Taxes and insurance premiums, if applicable, subject to Lender’s receipt of evidence of payment of such Taxes and insurance premiums). In connection with the event Tenant fails making of any payment from the Tax and Insurance Escrow Account, Lender may cause such payment to timely pay be made according to any xxxx, statement or estimate procured from the appropriate public office or insurance carrier, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, imposition sale, forfeiture, tax lien or charge required to be paid title or claim thereof unless given written advance notice by Tenant pursuant to Section 8.1, Landlord shall have the right, by written notice to Tenant effective as of the date Borrower of such noticeinaccuracy, to require Tenant to pay invalidity or cause to be paid into a separate account (other contest. Notwithstanding the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account foregoing, Lender shall not be removed make any payment in respect of Taxes if it has received from Borrower satisfactory written evidence of payment of such lending institution without the express Taxes no less than 10 Business Days prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes Taxes are due and payable. (f) If Lender so elects at any time, there are sufficient funds in Borrower shall provide, at Borrower’s expense, a tax service contract for the Tax and Insurance Account term of the Loan issued by a tax reporting agency reasonably acceptable to pay the sameLender. If Lender does not so elect, Borrower shall reimburse Lender for the amount cost of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at making annual tax searches throughout the time when any such monthly deposit is to be paid, Landlord shall require payment term of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest in the Tax and Insurance AccountLoan.

Tax and Insurance Escrow Account. In If and to the event extent the Primary Lender shall require that there be maintained with respect to the Leased Property an escrow account for the payment of either real estate taxes or insurance premiums or both, or if an Event of Default has occurred and remains outstanding, Tenant fails to timely pay any taxshall, assessmentupon the request of Landlord, imposition or charge required to be paid by Tenant pursuant to Section 8.1, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate interest bearing account (the "“Tax and and/or Insurance Account"”) to be established maintained by Tenant with Landlord in a lending institution bank designated by Landlord (which Tax and and/or Insurance Account shall not be removed from such lending institution without the express prior approval subject to a control agreement in favor of Landlord), and which Landlord may draw uponupon to pay real estate taxes or insurance premiums, as the case may be (based on whether the escrow is required for real estate tax, insurance premiums, or both), a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and or Article 9 hereof (other than worker's ’s compensation insurance premiums) ), as applicable, with respect to real estate taxes and or insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "“Tax and and/or Insurance Escrow Amount"”). During each month commencing So long as an Event of Default is not outstanding, the Tax and/or Insurance Account shall be drawn on only to pay real estate taxes or insurance premiums, as applicable, when due with respect to the Leased Property or to reimburse Tenant therefor. Upon an Event of Default and so long as such Event of Default is continuing, Landlord may also draw upon the Tax and/or Insurance Account to apply against any obligations of Tenant under this Lease. If real estate taxes or insurance premiums are required to be paid into the Tax and/or Insurance Escrow Amount hereunder, Tenant shall deposit an initial amount into the Tax and/or Insurance Account, which together with the monthly escrow payments to be made pursuant to the following sentence will provide sufficient funds to pay the real estate taxes or insurance premiums (as the case may be) when due. Thereafter, on the first full Business Day of each calendar month following the receipt of said notice from Landlord(so long as such escrow is required), Tenant shall deposit into the Tax and and/or Insurance Account one twelfth (1/12th) of the Tax and and/or Insurance Escrow Amount so that as each installment of insurance premiums and or real estate taxes taxes, as applicable, becomes due and payable, there are sufficient funds in the Tax and and/or Insurance Account to pay the same. If the amount of such insurance premiums and or real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and and/or Insurance Escrow Amount based upon the amount of premiums and or real estate taxes taxes, as applicable, paid for the preceding year, subject to adjustment as and when the amount of such premiums and or real estate taxes are ascertained by Tenant. The Tax and and/or Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord's security interest in the Tax and Insurance Account.Escrow

Tax and Insurance Escrow Account. On the Closing Date, a portion of the proceeds of the Base Loan in the amount of $2,368,500 Dollars shall be deposited with Lender and on each Payment Date thereafter beginning on the first (1st) Payment Date (a) one twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies. All such amounts so deposited shall hereinafter be referred to as the “Tax and Insurance Escrow Fund” and the account to which such amounts are held shall hereinafter be referred to as the “Tax and Insurance Escrow Account.” The Tax and Insurance Escrow Fund and the payment of the monthly Debt Service, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 and under the Security Instrument. In making any payment relating to the event Tenant fails Tax and Insurance Escrow Fund, Lender may do so according to timely pay any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, imposition sale, forfeiture, tax lien or charge required to be paid by Tenant pursuant to Section 8.1, Landlord shall have title or claim thereof. If the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the "Tax and Insurance Account") to be established by Tenant with a lending institution designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker's compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the "Tax and Insurance Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums Fund shall exceed the amounts due for Taxes and real estate taxes becomes due Insurance Premiums pursuant to Section 5.1.2, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and payable, there are sufficient funds Insurance Escrow Fund. Any amount remaining in the Tax and Insurance Account Escrow Fund after the Debt has been paid in full shall be returned to pay Borrower. In allocating such excess, Lender may deal with the samePerson shown on the records of Lender to be the owner of the Property. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the any time when any such monthly deposit is to be paid, Landlord shall require payment of Lender reasonably determines that the Tax and Insurance Escrow Amount based upon Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of premiums and real estate taxes paid for the preceding yearTaxes and/or thirty (30) days prior to expiration of the Policies, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant's obligations hereunder and shall be subject to Landlord's security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as case may be necessary to create and maintain Landlord's security interest in the Tax and Insurance Accountbe.