Common use of Tax and Insurance Funds Clause in Contracts

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. In addition to (a) Upon the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on occurrence and during the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”continuance of an Event of Default, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account . Amounts deposited pursuant to this Section 8.6 are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Dateoccurrence and during the continuance of an Event of Default, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing Payment with respect pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will and Insurance Funds to an amount which, together with anticipated monthly escrow payments, shall be insufficient sufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Accountas they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectivelyFunds, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay deposit (or cause to be paiddeposited) to Lender into such accounts on each Monthly Payment Date (to the extent not deposited pursuant to Section 9.3(b) and (c) hereof) (a) (i) with respect to each Individual Property other than a Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to each Individual Property other than a Waived Tax Deposit Property assuming that said Taxes are to be paid in full on the Tax Payment Date and (ii) upon the occurrence and following a Borrower Tax Period with respect to any Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to each Waived Tax Deposit Property that is subject to a Borrower Tax Period (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property Properties (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, (i) with respect to each Individual Property other than a Waived Insurance Deposit Property, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies with respect to each Individual Property other than a Waived Insurance Deposit Property upon the expiration thereof and (ii) upon the occurrence and following a Borrower Insurance Period with respect to any Waived Insurance Deposit Property, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for renewal of the coverage afforded by the Policies with respect to each Waived Insurance Deposit Property that is subject to a Borrower Insurance Period upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any Tax and Insurance Funds remaining on deposit in the Tax Account and/or the Insurance Account after the Debt has been paid in full shall be paid (a) to Mezzanine A Lender to be held by Mezzanine A Lender pursuant to the Mezzanine A Loan Agreement for the same purposes as those described in this Section 8.6, (b) if the Mezzanine A Loan is no longer outstanding, but the Mezzanine B Loan is outstanding, to Mezzanine B Lender to be held by Mezzanine B Lender pursuant to the Mezzanine B Loan Agreement for the same purposes as those described in this Section 8.6, (c) if the Mezzanine A Loan and Mezzanine B Loan are no longer outstanding, but the Mezzanine C Loan is outstanding, to Mezzanine C Lender to be held by Mezzanine C Lender pursuant to the Mezzanine C Loan Agreement for the same purposes as those described in this Section 8.6 or (d) if none of the Mezzanine A Loan, Mezzanine B Loan or Mezzanine C Loan is then outstanding, to Borrower.

Tax and Insurance Funds. In addition to On the Closing Date, Borrower shall make an initial deposits deposit with Lender with respect to Taxes and, if applicable, and Insurance Premiums made in an amount reasonably determined by Borrower to Lender on the Closing Date Lender, to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”. In addition, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon on the expiration thereof Insurance Payment Date (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, ifIf, at any time, Lender determines that amounts on deposit or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency payment into the applicable Reserve AccountAccount in an amount which will be sufficient to make up such insufficiency, as reasonably determined by Lender. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 4.7 and 7.1 5.1 hereof, Lender shall, in its discretion, shall either return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance FundsFunds (such election to be made by Lender in its discretion).

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period (to the extent not deposited pursuant to Section 9.3(a) and (b) hereof) (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Account with Cash Management Bank (the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would reasonably be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account with Cash Management Bank (the “Insurance Account (Account”; amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any timetime after the occurrence and during the continuance of a Trigger Period, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If So long as a Trigger Period is continuing, if the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shallshall either, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Provided no Event of Default has occurred and is continuing, Lender shall cause any Tax and Insurance Funds remaining in the Tax Account and/or the Insurance Account to be disbursed to Borrower provided that no Trigger Period pursuant to any of clauses (A)(i) through (ii) in the definition thereof is continuing.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay deposit (or cause to be paiddeposited) to Lender on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period (a) one-twelfth of an amount which would be sufficient to pay the Taxes payablerequired to be paid by Borrower, or estimated by Lender to be payablepayable by Borrower (but excluding from such amount Tenant Paid Taxes), during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits . The Monthly Tax Deposit shall be held in an Eligible Account by Lender or Servicer and hereinafter referred to as the “Tax Account”, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due payable by Borrower for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account by Lender or Servicer and hereinafter referred to as the “Insurance Account Account” (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxesa Trigger Period occurs, Borrower shall make a Balancing True Up Payment with respect to the same Insurance Premiums and Taxes (other than Tenant Paid Taxes) into the applicable Reserve Account. Additionally, if, at any time, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes (other than Tenant Paid Taxes) in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower Bxxxxxxx agrees to notify Lender Lxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount at any time during which Borrower is required to make payments of the Tax and Insurance Reserve Funds pursuant to this Section 8.6, the amount on deposit in the Tax Account and/or the Insurance Account shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return disburse any excess to Borrower the Restricted Account or credit such excess against future payments to be made to the Tax and Insurance Funds. Any Tax and Insurance Funds remaining on deposit in the Tax Account and/or Insurance Account after the Debt has been paid in full shall be paid to (i) in the event the Mezzanine Loan is outstanding, Mezzanine Lender or (ii) in the event the Mezzanine Loan has been indefeasibly paid in full, Borrower. Upon the cure of a Trigger Period and provided that no other Trigger Period shall not then exist, amounts in the Tax Account and the Insurance Account shall be released to Borrower on the next Monthly Payment Date. For the avoidance of doubt, any amounts due and payable by the applicable Individual Borrower pursuant to the terms of the PILOT Lease and/or the PILOT Document, as applicable, (excluding any amounts owed in connection with the acquisition of the fee title to the PILOT Property) shall be deemed Taxes for the purpose of this Section 8.6.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held and deposited in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” Account and the “Insurance Account”, respectively, on each Monthly Payment Date, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes at each Individual Continental Property payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (exclusive of any Taxes payable directly by Tenants under Leases at each Individual Continental Property in effect on the date hereof or which are entered into after the date hereof in accordance with this Agreement for which the Tenant is required to pay such Taxes directly) (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the each Individual Continental Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies covering each Individual Continental Property upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Insurance Account Account”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes at each Individual Continental Property in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums for Policies covering each Individual Continental Property in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums at each Individual Continental Property of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes at each Individual Continental Property directly from the appropriate taxing authority, provided, however, that, Borrower shall not be required to make a True Up Payment for any Taxes paid for by an Excluded Tax Reserve Tenant so long as the Excluded Tax Reserve Tenant Conditions are satisfied. Provided Subject to Section 8.14(i), provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums at each Individual Continental Property as they become due on their respective due dates (or with respect to Taxes, such earlier date as is set forth on Schedule 8.6-A hereto (as the same may be updated, amended 154 or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment)) on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance PremiumsPremiums at each Individual Continental Property. Notwithstanding anything to the contrary in the immediately preceding sentences, (I) with respect to the Taxes payable directly by Tenants identified on Schedule 8.6-A hereto (as the same may be updated, amended or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment) pursuant to the related Lease (such Taxes, the “PBO Taxes”), Lender shall pay such PBO Taxes only if Lender failed to receive, within thirty (30) days after the due date for such PBO Taxes, evidence reasonably acceptable to Lender that the applicable Tenant paid such PBO Taxes in full and promptly following receipt of such evidence, so long as no Trigger Period is then in effect, Lender shall deposit (to the extent of available funds) that portion of the Tax and Insurance Funds equal to the amount of the paid PBO Taxes for which Lender received evidence of payment in full in accordance with the foregoing into the Cash Management Account, which amount shall be applied in accordance with this Agreement and the other Loan Documents; and (II) Borrower shall not be required to reserve with Lender the Taxes for the portions of the Properties identified on Schedule 8.6-B and leased to the Excluded Tax Reserve Tenant identified thereon, so long as (x) there exists no Event of Default under the Loan Documents, (y) Lender shall have received, within sixty (60) days after the due date for such Taxes, evidence reasonably acceptable to Lender that the applicable Excluded Tax Reserve Tenant paid such Taxes in full and (z) such Excluded Tax Reserve Tenant has an Investment Grade Rating (the conditions set forth in clause (x), (y) and (z) above, the “Excluded Tax Reserve Tenant Conditions”). If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any amounts remaining in the Tax and Insurance Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. Lender shall only be obligated to collect and disburse funds for the payment of Taxes and Insurance Premiums at the Individual Continental Properties. Lender shall only disburse Tax and Insurance Funds to pay Tax and/or Insurance Premiums related to Individual Continental Properties.

Tax and Insurance Funds. (a) In addition to the initial deposits deposits, if any, with respect to Taxes and, if applicable, and Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer Administrative Agent, for the benefit of Lenders, and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender Administrative Agent on each Monthly Payment Date (ai) except as provided in Section 8.6(b) below one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender Administrative Agent to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (bii) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(cexcept as provided in Section 8.6(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereofbelow, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender Administrative Agent shall electelect as provided above, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing Payment pay to Administrative Agent, for the benefit of Lenders, an initial deposit to be determined by Administrative Agent, in its sole discretion, to increase the amounts in the Insurance Account to an amount which, together with respect to the same into the applicable Reserve Account. Additionallyanticipated monthly escrow payments, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will shall be insufficient sufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Accountas they become due. Borrower agrees to promptly notify Lender immediately Administrative Agent of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender Administrative Agent or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender Administrative Agent shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates prior to the delinquency thereof on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender Administrative Agent shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Administrative Agent, upon demand, an amount which Administrative Agent shall reasonably estimate as sufficient to make up the deficiency.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender Administrative Agent on the Closing Date to be held in Eligible Accounts by Lender Administrative Agent or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, during a Trigger Period, Borrower shall pay (or cause to be paid) to Lender Administrative Agent on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes levied or assessed or imposed against the Property or any part thereof payable, or reasonably estimated by Lender Administrative Agent to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the each Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of LenderAdministrative Agent, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender Administrative Agent shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender Administrative Agent shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender Administrative Agent reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender Administrative Agent or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender Administrative Agent shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender Administrative Agent shall, in its discretion, return any excess to Borrower or credit such excess against future the next payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held and deposited in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” Account and the “Insurance Account”, respectively, on each Monthly Payment Date, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes at each Individual Continental Property payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (exclusive of any Taxes payable directly by Tenants under Leases at each Individual Continental Property in effect on the date hereof or which are entered into after the date hereof in accordance with this Agreement for which the Tenant is required to pay such Taxes directly) (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the each Individual Continental Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies covering each Individual Continental Property upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Insurance Account Account”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes at each Individual Continental Property in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums for Policies covering each Individual Continental Property in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums at each Individual Continental Property of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes at each Individual Continental Property directly from the appropriate taxing authority, provided, however, that, Borrower shall not be required to make a True Up Payment for any Taxes paid for by an Excluded Tax Reserve Tenant so long as the Excluded Tax Reserve Tenant Conditions are satisfied. Provided Subject to Section 8.14(i), provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums at each Individual Continental Property as they become due on their respective due dates (or with respect to Taxes, such earlier date as is set forth on Schedule 8.6-A hereto (as the same may be updated, amended Confidential Treatment Requested by Retail Value Inc. RVI-277. Pursuant to 17 C.F.R. Section 200.83. or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment)) on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance PremiumsPremiums at each Individual Continental Property. Notwithstanding anything to the contrary in the immediately preceding sentences, (I) with respect to the Taxes payable directly by Tenants identified on Schedule 8.6-A hereto (as the same may be updated, amended or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment) pursuant to the related Lease (such Taxes, the “PBO Taxes”), Lender shall pay such PBO Taxes only if Lender failed to receive, within thirty (30) days after the due date for such PBO Taxes, evidence reasonably acceptable to Lender that the applicable Tenant paid such PBO Taxes in full and promptly following receipt of such evidence, so long as no Trigger Period is then in effect, Lender shall deposit (to the extent of available funds) that portion of the Tax and Insurance Funds equal to the amount of the paid PBO Taxes for which Lender received evidence of payment in full in accordance with the foregoing into the Cash Management Account, which amount shall be applied in accordance with this Agreement and the other Loan Documents; and (II) Borrower shall not be required to reserve with Lender the Taxes for the portions of the Properties identified on Schedule 8.6-B and leased to the Excluded Tax Reserve Tenant identified thereon, so long as (x) there exists no Event of Default under the Loan Documents, (y) Lender shall have received, within sixty (60) days after the due date for such Taxes, evidence reasonably acceptable to Lender that the applicable Excluded Tax Reserve Tenant paid such Taxes in full and (z) such Excluded Tax Reserve Tenant has an Investment Grade Rating (the conditions set forth in clause (x), (y) and (z) above, the “Excluded Tax Reserve Tenant Conditions”). If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any amounts remaining in the Tax and Insurance Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. Lender shall only be obligated to collect and disburse funds for the payment of Taxes and Insurance Premiums at the Individual Continental Properties. Lender shall only disburse Tax and Insurance Funds to pay Tax and/or Insurance Premiums related to Individual Continental Properties.

Tax and Insurance Funds. In addition to On the Closing Date, Borrower shall make an initial deposits deposit with Lender with respect to Taxes and, if applicable, and Insurance Premiums made in an amount reasonably determined by Borrower to Lender on the Closing Date Lender, to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”. In addition, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon on the expiration thereof Insurance Payment Date (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, ifIf, at any time, Lender determines in its commercially reasonable discretion that amounts on deposit or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency payment into the applicable Reserve AccountAccount in an amount which will be sufficient to make up such insufficiency, as reasonably determined by Lender. Borrower Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.and

Tax and Insurance Funds. In addition to On each Monthly Payment Date occurring during the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”continuance of a Trigger Period, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) (i) with respect to each Individual Property other than a Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to such Individual Properties (other than a Waived Tax Deposit Property) assuming that said Taxes are to be paid in full on the Tax Payment Date and (ii) upon the occurrence and following the continuance of a Borrower Tax Period with respect to any Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to such Individual Property assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Account with Lender or Servicer (the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property Properties (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, (i) with respect to each Individual Property other than a Waived Insurance Deposit Property, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies with respect to each Individual Property other than a Waived Insurance Deposit Property upon the expiration thereof and (ii) upon the occurrence and following a Borrower Insurance Period with respect to any Waived Insurance Deposit Property, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for renewal of the coverage afforded by the Policies with respect to each Waived Insurance Deposit Property that is subject to a Borrower Insurance Period upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account with Lender or Servicer (the “Insurance Account Account”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after during the Closing Datecontinuance of a Trigger Period, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower Bxxxxxxx agrees to notify Lender Lxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any Tax and Insurance Funds remaining on deposit in the Tax Account and/or Insurance Account after the Debt has been paid in full or following a Total Defeasance Event shall be paid to Borrower.

Tax and Insurance Funds. In addition to (a) During the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”existence of a Reserve Trigger Period, Borrower shall pay (or cause to be paid) to Lender Administrative Agent on each Monthly Payment Date during such Reserve Trigger Period, (ai) one-twelfth of an amount which would be sufficient to pay the Property Taxes payable, or reasonably estimated by Lender Administrative Agent to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be deposited into an Eligible Account held in by Lender (the “Tax Account”), and (bii) at the option of LenderAdministrative Agent, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved a blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be deposited into an Eligible Account held in by Lender (the “Insurance Account Account”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender Administrative Agent immediately of any changes to the amounts, schedules and instructions for payment of any Property Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender Administrative Agent shall be obligated to pay the Property Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Property Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall 90 exceed the amounts due for Property Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender Administrative Agent shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Administrative Agent, upon demand, an amount which Administrative Agent shall reasonably estimate as sufficient to make up the deficiency.

Tax and Insurance Funds. In addition to On each Monthly Payment Date occurring during the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”continuance of a Trigger Period, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) (i) with respect to each Individual Property other than a Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to such Individual Properties (other than a Waived Tax Deposit Property) assuming that said Taxes are to be paid in full on the Tax Payment Date and (ii) upon the occurrence and following the continuance of a Borrower Tax Period with respect to any Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to such Individual Property assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Account with Lender or Servicer (the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property Properties (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, (i) with respect to each Individual Property other than a Waived Insurance Deposit Property, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies with respect to each Individual Property other than a Waived Insurance Deposit Property upon the expiration thereof and (ii) upon the occurrence and following a Borrower Insurance Period with respect to any Waived Insurance Deposit Property, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for renewal of the coverage afforded by the Policies with respect to each Waived Insurance Deposit Property that is subject to a Borrower Insurance Period upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account with Lender or Servicer (the “Insurance Account Account”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after during the Closing Datecontinuance of a Trigger Period, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any Tax and Insurance Funds remaining on deposit in the Tax Account and/or Insurance Account after the Debt has been paid in full or following a Total Defeasance Event shall be paid to Borrower.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “"Tax Account” " and the “"Insurance Account”", Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “"Monthly Tax Deposit”"), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “"Monthly Insurance Deposit”"), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “"Tax and Insurance Funds”"). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. (a) In addition to the initial deposits deposits, if any, with respect to Taxes and, if applicable, and Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer Administrative Agent, for the benefit of Lenders, and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender Administrative Agent on each Monthly Payment Date (a) except as provided in Section 8.6(b) below, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(cexcept as provided in Section 8.6(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereofbelow, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies such Policy upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender Administrative Agent shall electelect as provided above, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing Payment pay to Administrative Agent, for the benefit of Lenders, an initial deposit to be determined by Administrative Agent, in its sole discretion, to increase the amounts in the Insurance Account to an amount which, together with respect to the same into the applicable Reserve Account. Additionallyanticipated monthly escrow payments, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will shall be insufficient sufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Accountas they become due. Borrower agrees to promptly notify Lender immediately Administrative Agent of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender Administrative Agent or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender Administrative Agent shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates prior to the delinquency thereof on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender Administrative Agent shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Administrative Agent, upon demand, an amount which Administrative Agent shall reasonably estimate as sufficient to make up the deficiency.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay deposit (or cause to be paiddeposited) to Lender on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period (a) one-twelfth of an amount which would be sufficient to pay the Taxes payablerequired to be paid by Borrower, or estimated by Lender to be payablepayable by Borrower (but excluding from such amount Tenant Paid Taxes), during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits . The Monthly Tax Deposit shall be held in an Eligible Account by Lender or Servicer and hereinafter referred to as the “Tax Account”, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due payable by Borrower for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account by Lender or Servicer and hereinafter referred to as the “Insurance Account Account” (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxesa Trigger Period occurs, Borrower shall make a Balancing True Up Payment with respect to the same Insurance Premiums and Taxes (other than Tenant Paid Taxes) into the applicable Reserve Account. Additionally, if, at any time, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes (other than Tenant Paid Taxes) in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount at any time during which Borrower is required to make payments of the Tax and Insurance Reserve Funds pursuant to this Section 8.6, the amount on deposit in the Tax Account and/or the Insurance Account shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return disburse any excess to Borrower the Restricted Account or credit such excess against future payments to be made to the Tax and Insurance Funds.. Any Tax and Insurance Funds remaining on deposit in the Tax Account and/or Insurance Account after the Debt has been paid in full shall be paid to (i) in the event the Mezzanine A Loan is outstanding, Mezzanine A Lender; (ii) in the event the Mezzanine A Loan has been paid in full and the Mezzanine B Loan is outstanding, Mezzanine B Lender and (iii) then, in the event each Mezzanine Loan has been indefeasibly paid in full, Borrower. Upon the cure of a Trigger Period and provided that no other Trigger Period shall not then exist, amounts in the Tax Account and the Insurance Account shall be released to Borrower on the next Monthly Payment Date. For the avoidance of doubt, any amounts due and payable by the applicable Individual Borrower pursuant to the terms of the PILOT Lease and/or the PILOT Document, as applicable, (excluding any amounts owed in connection with the acquisition of the fee title to the PILOT Property) shall be deemed Taxes for the purpose of this Section 8.6. 115

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, and Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Original Closing Date and the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payablepayable at least thirty (30) days prior to their respective due dates, or estimated by Lender to be payable, payable at least thirty (30) days prior to their respective due dates during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property Properties shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay pay, at least thirty (30) days prior to the expiration of the Policies, the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. Notwithstanding the foregoing, (a) for so long as any Walgreens has paid all Taxes on its applicable Individual Property directly to the applicable taxing authority on or before the date said Taxes become delinquent, Borrower delivers or causes to be delivered to Lender evidence of such timely payment and a Trigger Period does not exist, Borrower shall not be obligated to make any Monthly Tax Deposits allocable to such Individual Property, and (b) for so long as any Tenant is maintaining any insurance coverage required pursuant to Section 7.1 hereof, each Tenant has paid all Insurance Premiums relating to such coverage directly to the applicable insurance carrier no later than five (5) Business Days prior to the expiration of the applicable Policies, Borrower delivers or causes to be delivered to Lender evidence that such insurance coverage is in place and all applicable Insurance Premiums have been so paid and a Trigger Period does not exist, Borrower shall not be obligated to make any Monthly Insurance Deposits relating to such insurance coverage (although nothing in this clause (b) shall be construed to limit or otherwise affect Borrower’s obligation to make Monthly Insurance Deposits for insurance coverage not so maintained by any Tenant, unless such insurance is maintained by Borrower under an approved blanket or umbrella policy, as applicable, in accordance with the terms and conditions set forth herein). For the avoidance of doubt, Monthly Tax Deposits allocable to any Individual Property where Walgreens is not a Tenant shall always be required hereunder.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender Administrative Agent on the Closing Date to be held in Eligible Accounts by Lender Administrative Agent or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender Administrative Agent on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes levied or assessed or imposed against the Property or any part thereof payable, or reasonably estimated by Lender Administrative Agent to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the each Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of LenderAdministrative Agent, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender Administrative Agent shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender Administrative Agent shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender Administrative Agent reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender Administrative Agent or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender Administrative Agent shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender Administrative Agent shall, in its discretion, return any excess to Borrower or credit such excess against future the next payments to be made to the Tax and Insurance Funds.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “"Tax Account” " and the “"Insurance Account”", Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “"Monthly Tax Deposit”"), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “"Monthly Insurance Deposit”"), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “"Tax and Insurance Funds”"). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.. LOAN AGREEMENT – Page 91 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA)

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay deposit (or cause to be paiddeposited) to Lender on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period (a) one-twelfth of an amount which would be sufficient to pay the Taxes payablerequired to be paid by Borrower, or estimated by Lender Administrative Agent to be payablepayable by Borrower (but excluding from such amount Tenant Paid Taxes), during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits . The Monthly Tax Deposit shall be held in an Eligible Account by Administrative Agent or Servicer and hereinafter referred to as the “Tax Account”, and (b) at the option of LenderAdministrative Agent, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender Administrative Agent shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due payable by Borrower for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account by Administrative Agent or Servicer and hereinafter referred to as the “Insurance Account Account” (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxesa Trigger Period occurs, Borrower shall make a Balancing True Up Payment with respect to the same Insurance Premiums and Taxes (other than Tenant Paid Taxes) into the applicable Reserve Account. Additionally, if, at any time, Lender Administrative Agent reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes (other than Tenant Paid Taxes) in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender Administrative Agent immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender Administrative Agent or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender Administrative Agent shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount at any time during which Borrower is required to make payments of the Tax and Insurance Reserve Funds pursuant to this Section 8.6, the amount on deposit in the Tax Account and/or the Insurance Account shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender Administrative Agent shall, in its discretion, return disburse any excess to Borrower the Restricted Account or credit such excess against future payments to be made to the Tax and Insurance Funds. Any Tax and Insurance Funds remaining on deposit in the Tax Account and/or Insurance Account after the Debt has been paid in full shall be paid to (i) in the event the Mezzanine Loan is outstanding, Mezzanine Lender; or (ii) in the event the Mezzanine Loan has been indefeasibly paid in full, Borrower. Upon the cure of a Trigger Period and provided that no other Trigger Period shall not then exist, amounts in the Tax Account and the Insurance Account shall be released to Borrower on the next Monthly Payment Date. For the avoidance of doubt, any amounts due and payable by the applicable Individual Borrower pursuant to the terms of the PILOT Lease and/or the PILOT Document, as applicable (excluding any amounts owed in connection with the acquisition of the fee title to the PILOT Property) shall be deemed Taxes for the purpose of this Section 8.6.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay deposit (or cause to be paiddeposited) to Lender on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period (a) one-twelfth of an amount which would be sufficient to pay the Taxes payablerequired to be paid by Borrower, or estimated by Lender to be payablepayable by Borrower (but excluding from such amount Tenant Paid Taxes), during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits . The Monthly Tax Deposit shall be held in an Eligible Account by Lender or Servicer and hereinafter referred to as the “Tax Account”, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due payable by Borrower for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account by Lender or Servicer and hereinafter referred to as the “Insurance Account Account” (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxesa Trigger Period occurs, Borrower shall make a Balancing True Up Payment with respect to the same Insurance Premiums and Taxes (other than Tenant Paid Taxes) into the applicable Reserve Account. Additionally, if, at any time, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes (other than Tenant Paid Taxes) in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower Bxxxxxxx agrees to notify Lender Lxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount at any time during which Borrower is required to make payments of the Tax and Insurance Reserve Funds pursuant to this Section 8.6, the amount on deposit in the Tax Account and/or the Insurance Account shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return disburse any excess to Borrower the Restricted Account or credit such excess against future payments to be made to the Tax and Insurance Funds. Any Tax and Insurance Funds remaining on deposit in the Tax Account and/or Insurance Account after the Debt has been paid in full shall be paid to Borrower. Upon the cure of a Trigger Period and provided that no other Trigger Period shall not then exist, amounts in the Tax Account and the Insurance Account shall be released to Borrower on the next Monthly Payment Date. For the avoidance of doubt, any amounts due and payable by the applicable Individual Borrower pursuant to the terms of the PILOT Lease and/or the PILOT Document, as applicable, (excluding any amounts owed in connection with the acquisition of the fee title to the PILOT Property) shall be deemed Taxes for the purpose of this Section 8.6.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period (to the extent not deposited pursuant to Section 9.3(b) and (c) hereof) (a) (i) with respect to each Individual Property other than a Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date and (ii) upon the occurrence and following a Borrower Tax Period with respect to any Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to each Waived Tax Deposit Property that is subject to a Borrower Tax Period assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Account with Cash Management Bank (the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account with Cash Management Bank (the “Insurance Account (Account”; amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any timetime after the occurrence and during the continuance of a Trigger Period, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Provided no Event of Default has occurred and is continuing, Lender shall cause any Tax and Insurance Funds remaining in the Tax Account and/or the Insurance Account to be disbursed to Borrower provided that no Trigger Period pursuant to any of clauses (A)(i) through (iv) in the definition thereof is continuing.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property Properties shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums should Lender have the right to do so hereunder or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, if Lender determines reasonably estimates that amounts on deposit sums in (i) the Tax Account will be insufficient to pay all applicable the Taxes in full on or before the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Datedate said Taxes become due, Borrower shall make pay a Balancing True Up Payment with respect to such insufficiency the same into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held and deposited in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” Account and the “Insurance Account”, respectively, on each Monthly Payment Date, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes at each Individual Continental Property payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (exclusive of any Taxes payable directly by Tenants under Leases at each Individual Continental Property in effect on the date hereof or which are entered into after the date hereof in accordance with this Agreement for which the Tenant is required to pay such Taxes directly) (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the each Individual Continental Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies covering each Individual Continental Property upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Insurance Account Account”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes at each Individual Continental Property in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums for Policies covering each Individual Continental Property in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums at each Individual Continental Property of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes at each Individual Continental Property directly from the appropriate taxing authority, provided, however, that, Borrower shall not be required to make a True Up Payment for any Taxes paid for by an Excluded Tax Reserve Tenant so long as the Excluded Tax Reserve Tenant Conditions are satisfied. Provided Subject to Section 8.14(i), provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums at each Individual Continental Property as they become due on their respective due dates (or with respect to Taxes, such earlier date as is set forth on Schedule 8.6-A hereto (as the same may be updated, amended or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment)) on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance PremiumsPremiums at each Individual Continental Property. Notwithstanding anything to the contrary in the immediately preceding sentences, (I) with respect to the Taxes payable directly by Tenants identified on Schedule 8.6-A hereto (as the same may be updated, amended or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment) pursuant to the related Lease (such Taxes, the “PBO Taxes”), Lender shall pay such PBO Taxes only if Lender failed to receive, within thirty (30) days after the due date for such PBO Taxes, evidence reasonably acceptable to Lender that the applicable Tenant paid such PBO Taxes in full and promptly following receipt of such evidence, so long as no Trigger Period is then in effect, Lender shall deposit (to the extent of available funds) that portion of the Tax and Insurance Funds equal to the amount of the paid PBO Taxes for which Lender received evidence of payment in full in accordance with the foregoing into the Cash Management Account, which amount shall be applied in accordance with this Agreement and the other Loan Documents; and (II) Borrower shall not be required to reserve with Lender the Taxes for the portions of the Properties identified on Schedule 8.6-B and leased to the Excluded Tax Reserve Tenant identified thereon, so long as (x) there exists no Event of Default under the Loan Documents, (y) Lender shall have received, within sixty (60) days after the due date for such Taxes, evidence reasonably acceptable to Lender that the applicable Excluded Tax Reserve Tenant paid such Taxes in full and (z) such Excluded Tax Reserve Tenant has an Investment Grade Rating (the conditions set forth in clause (x), (y) and (z) above, the “Excluded Tax Reserve Tenant Conditions”). If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any amounts remaining in the Tax and Insurance Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. Lender shall only be obligated to collect and disburse funds for the payment of Taxes and Insurance Premiums at the Individual Continental Properties. Lender shall only disburse Tax and Insurance Funds to pay Tax and/or Insurance Premiums related to Individual Continental Properties.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account . Amounts deposited pursuant to this Section 8.6 are collectively herein referred to as the “Tax and Insurance Funds”). The initial estimated Monthly Tax Deposit is $93,656.58. In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing Payment with respect pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will and Insurance Funds to an amount which, together with anticipated monthly escrow payments, shall be insufficient sufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Accountas they become due. Borrower Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectivelyFunds, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. Notwithstanding the forgoing, Borrower shall not be required to make the Monthly Insurance Deposit as set forth above provided (i) no Event of Default or Trigger Period shall have occurred and be continuing, (ii) the liability and casualty policies maintained by Borrower covering the Property are part of a blanket or umbrella policy approved by Lender in its reasonable discretion pursuant to Section 7.1(c)(xi) hereof, including, without limitation, approval of the schedule of locations and values, (iii) Borrower provides Lender evidence of renewal of such policy pursuant to Article 7 hereof, and (iv) Borrower provides Lender paid receipts for the payment of the Insurance Premiums by no later than fifteen (15) days prior to the expiration dates of the Policies. Borrower shall immediately commence making all Monthly Insurance Deposits, as required by Lender pursuant to this Section 8.6, within five (5) days of receipt of notice from Lender of Borrower’s failure to comply with items (i), (ii), (iii) or (iv) above, which such notice shall instruct Borrower to immediately commence making all Monthly Insurance Deposits. Xxxxxx agrees that it shall timely make any required payments with respect to Taxes for which Borrower has made deposits into the Tax and Insurance Funds to the extent such funds are available, provided that (i) no Event of Default shall be continuing, (ii) Borrower shall have timely delivered to Lender invoices or bills therefore and (iii) Lender’s access to such sums is not restricted or constrained in any manner (items (i) through (iii) above, collectively, the “Tax Payment Conditions”). Lender shall pay any penalties, interest or other charges actually incurred by Xxxxxxxx as a result of the failure of Lender to pay Taxes provided that (x) the Tax Payment Conditions have been satisfied and (y) such failure by Xxxxxx is the result of Xxxxxx’s gross negligence or willful misconduct.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period (to the extent not deposited pursuant to Section 9.3(b) and (c) hereof) (a) (i) with respect to each Individual Property other than a Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date and (ii) upon the occurrence and following a Borrower Tax Period with respect to any Waived Tax Deposit Property, one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months with respect to each Waived Tax Deposit Property that is subject to a Borrower Tax Period assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Account with Cash Management Bank (the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in an Eligible Account with Cash Management Bank (the “Insurance Account (Account”; amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any timetime after the occurrence and during the continuance of a Trigger Period, Lender reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to promptly notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Provided no Event of Default has occurred and is continuing, Lender shall cause any Tax and Insurance Funds remaining in the Tax Account and/or the Insurance Account to be disbursed to Borrower provided that no Trigger Period is continuing.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on or within two (2) Business Days of the Closing Date to be held and deposited in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” Account and the “Insurance Account”, respectively, on each Monthly Payment Date, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes at the Plaza del Sol Property and each Individual Continental Property, as applicable, payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (exclusive of any Taxes payable directly by Tenants under Leases at the Plaza del Sol Property and each Individual Continental Property, as applicable, in effect on the date hereof or which are entered into after the date hereof in accordance with this Agreement for which the Tenant is required to pay such Taxes directly) (the “Monthly Tax Deposit”), each of which such deposits shall be held in an Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Tax Account”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Plaza del Sol Property and each Individual Continental Property (or any portion thereof), as applicable, shall not constitute an approved blanket or umbrella Policy pursuant to Subsection Section 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection Section 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies covering (or otherwise allocated to) the Plaza del Sol Property and each Individual Continental Property, as applicable, upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “Insurance Account Account”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In For clarity, the event Lender shall elect, after Policies in place on the Closing Date, Date do not constitute an approved blanket or umbrella Policy pursuant to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve AccountSection 7.1(c) hereof. Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes at the Plaza del Sol Property and each Individual Continental Property, as applicable, in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance 155 Premiums for Policies covering (or otherwise allocated to) the Plaza del Sol Property and each Individual Continental Property in full on the Insurance Payment Date, Borrower shall make a Balancing True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums at the Plaza del Sol Property and each Individual Continental Property, as applicable, of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes at the Plaza del Sol Property and each Individual Continental Property directly from the appropriate taxing authority, provided, however, that, Borrower shall not be required to make a True Up Payment for any Taxes paid for by (x) an Excluded Tax Reserve Tenant so long as the Excluded Tax Reserve Tenant Conditions are satisfied or (y) Plaza del Sol Borrower for the Plaza del Sol Property, so long as Lender receives, within sixty (60) days after the due date for such Taxes, evidence reasonably acceptable to Lender that Plaza del Sol Borrower has paid such Taxes in full. Provided Subject to Section 8.14(i), provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall (I) be obligated to pay the Taxes and Insurance Premiums at each Individual Continental Property, as applicable, as they become due on their respective due dates (or with respect to Taxes, such earlier date as is set forth on Schedule 8.6-A hereto (as the same may be updated, amended or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment)) on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes Insurance Premiums at each Individual Continental Property, as applicable; and (II) Lender shall pay the Insurance Premiums at the Plaza Del Sol Property only if Lender failed to receive, within thirty (30) days after the due date for such Insurance Premiums, evidence reasonably acceptable to Lender that such Insurance Premiums shall have been paid in full and promptly following receipt of such evidence, so long as no Trigger Period is then in effect, Lender shall deposit (to the extent of available funds) that portion of the Tax and Insurance PremiumsFunds equal to the amount of the paid Insurance Premiums at the Plaza Del Sol Property for which Lender received evidence of payment in full in accordance with the foregoing into the Cash Management Account, which amount shall be applied in accordance with this Agreement and the other Loan Documents. Notwithstanding anything to the contrary in the immediately preceding sentences, (I) with respect to (a) the Taxes payable directly by Tenants identified on Schedule 8.6-A hereto (as the same may be updated, amended or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment) pursuant to the related Lease and (b) the Taxes payable with respect to the Plaza del Sol Property (collectively, such Taxes, the “PBO Taxes”), Lender shall pay such PBO Taxes only if Lender failed to receive, within thirty (30) days after the due date for such PBO Taxes, evidence reasonably acceptable to Lender that the applicable Tenant or Borrower, as applicable, paid such PBO Taxes in full and promptly following receipt of such evidence, so long as no Trigger Period is then in effect, Lender shall deposit (to the extent of available funds) that portion of the Tax and Insurance Funds equal to the amount of the paid PBO Taxes for which Lender received evidence of payment in full in accordance with the foregoing into the Cash Management Account, which amount shall be applied in accordance with this Agreement and the other Loan Documents; and (II) Borrower shall not be required to reserve with Lender the Taxes for (a) the portions of the Properties identified on Schedule 8.6-B and leased to the Excluded Tax Reserve Tenant identified thereon or (b) the Plaza del Sol Property, so long as (x) there exists no Event of Default under the Loan Documents, (y) Lender shall have received, within sixty (60) days after the due date for such 156 Taxes, evidence reasonably acceptable to Lender that the applicable Excluded Tax Reserve Tenant or Borrower, as applicable, paid such Taxes in full and (z) to the extent applicable, such Excluded Tax Reserve Tenant has an Investment Grade Rating (the conditions set forth in clause (x), (y) and (z) above, solely with respect to Excluded Tax Reserve Tenants, the “Excluded Tax Reserve Tenant Conditions”). If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any amounts remaining in the Tax and Insurance Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. Subject to the terms of this Section 8.6, Lender shall only be obligated to collect and disburse funds for the payment of Taxes and Insurance Premiums at the Plaza del Sol Property and the Individual Continental Properties, as applicable. Subject to the terms of this Section 8.6, Lender shall only disburse Tax and Insurance Funds to pay Tax and/or Insurance Premiums related to the Plaza del Sol Property and/or the Individual Continental Properties, as applicable.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes andUpon Lender’s election, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date shall deposit (or cause to be held deposited) into an account with Lender’s Agent in Eligible Accounts by the name of Lender or Servicer and under the exclusive control of Lender (hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Scheduled Payment Date (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (such sum, the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at except to the option of Lender, if extent Lender has waived the liability or casualty insurance escrow because the insurance required hereunder is maintained under a blanket insurance Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant acceptable to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereofin accordance with Section 8.1(c), one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due that Lender estimates will be payable during the next ensuing twelve (12) months for the renewal of the coverage afforded by the Policies upon the expiration thereof or such higher amount necessary to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (such sum, the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account ) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or TaxesPremiums, Borrower shall make a Balancing Payment pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Insurance Account to an amount which, together with respect to the same into the applicable Reserve Account. Additionallyanticipated monthly escrow payments, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will shall be insufficient sufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Accountas they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the aggregate amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 5.4 and 7.1 8.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency.

Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date to be held in Eligible Accounts by Lender or Servicer and hereinafter respectively referred to as the “Tax Account” and the “Insurance Account”, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth (1/12) of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, hereof or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth (1/12) of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event Lender shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower shall make a Balancing Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Lender determines that amounts on deposit in (i) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. If the Tax and Insurance Funds are not sufficient to pay the amounts set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. Notwithstanding the foregoing, Borrower shall not be required to make Monthly Tax Deposits or Monthly Insurance Deposits pursuant to Section 9.3(a) or (b) or this Section 8.6 for so long as (i) Marriott is the Manager, (ii) Manager is maintaining reserves for Taxes and Insurance Premiums and (iii) Manager pays all Taxes and Insurance Premiums on or before the applicable due date and evidence of such payment is delivered to Lender on or before such date; provided, however, that nothing in this sentence shall affect Borrower’s obligation to make pay all Taxes and Insurance Premiums on or before their respective due dates.