Common use of Tax Escrow Account Clause in Contracts

Tax Escrow Account. (a) In accordance with Section 1.4(a)(iii), at the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent the Tax Escrow Amount for deposit into the Tax Escrow Account. The Tax Escrow Account shall be an individual, separate account of the Escrow Agent that is used solely to hold the Tax Escrow Funds. The Tax Escrow Funds shall only be released from the Tax Escrow Account pursuant to the terms of this Agreement and the Escrow Agreement. The purpose of the Tax Escrow Account is to enable Seller to pay any and all of its Taxes that become due and payable by Seller as a result of the Contemplated Transactions. In furtherance thereof, (i) Seller shall inform the Escrow Agent and Buyer when Taxes resulting from the Contemplated Transactions are due, to which Tax authority such Taxes are due, and the amount of such Taxes, and any relevant wiring or transmission information (“Seller’s Notice”), and (ii) Seller and Buyer shall issue joint written instructions to the Escrow Agent in accordance with the Escrow Agreement directing the Escrow Agent to distribute all or any portion of the Tax Escrow Amount to such Tax authority within five (5) business days of Buyer’s receipt of any Seller’s Notice. (b) After delivery of any Seller’s Notice, Seller shall provide to Buyer reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of Seller (subject to the execution of customary work paper access letters, if requested), to work papers and books and records relating to the preparation of such Seller’s Notice and to the employees of Seller and its Subsidiaries who are knowledgeable about the preparation of such Seller’s Notice, in each case, solely for the purpose of assisting Xxxxx and its Representatives in their review of such Seller’s Notice and the calculations contained therein. Seller shall consider in good faith any reasonable comments of Buyer to any Seller’s Notice and make any corresponding changes to such Seller’s Notice and potential adjustments to the calculation set forth therein that Seller reasonably deems appropriate based on Buyer’s proposed adjustments. (c) If any portion of the Tax Escrow Funds remains in the Tax Escrow Account after Seller has paid all of its Taxes that have become due and payable by Seller as result of the Contemplated Transactions and the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, then Buyer and Seller shall cause the Escrow Agent (including by delivering joint written instructions to the Escrow Agent) to make a payment from the Tax Escrow Account to the Note Escrow Account of an amount equal to the remaining Tax Escrow Funds (if any) after all payments are made to the applicable Tax authorities pursuant to this Section 1.7, by wire transfer of immediately available funds for purposes of making an offer to repurchase the 2026 Notes and the 2025 Notes in accordance with Section 1.8; provided, that if the Fundamental Change Repurchase Date has occurred, the remaining Tax Escrow Funds shall instead be released to Seller (and held in a deposit account subject to a control agreement in favor of the Consenting Noteholders) for the sole purpose of complying with mandatory repurchase requirements set forth in the Senior Secured Notes Supplemental Indenture with respect to any remaining 2025 Notes.

Tax Escrow Account. (ai) In accordance As additional security for the Loans and in order to secure the performance and discharge of Borrower’s obligations under Section 4.1(c) above, but not in lieu of such obligations, upon Administrative Agent’s written request, but only after the occurrence of an Event of Default, Borrower shall establish and maintain at all times during the term of the Loans an impound account (the “Tax Escrow Account”) with Administrative Agent for payment of Real Property Taxes. Upon such request, Borrower will deposit with Administrative Agent a sum equal to the Real Property Taxes (which charges for the purpose of this Section 1.4(a)(iii)only shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a Lien against the Property) against the Property for the period from the beginning of the then current tax year through the date hereof, all as estimated by Administrative Agent. Commencing with the payment of the first monthly installment under the Notes and continuing thereafter on each and every monthly payment date under the Notes until the Indebtedness is fully paid and performed, Borrower will deposit with Administrative Agent sufficient funds (as estimated from time to time by Administrative Agent) to permit Administrative Agent to pay, at least thirty (30) days prior to the Closingdue date thereof, Buyer the next maturing Real Property Taxes. Borrower shall deliver or cause be responsible for ensuring the receipt by Administrative Agent, at least thirty (30) days prior to the respective due date for payment thereof, of all bills, invoices and statements for all Real Property Taxes to be delivered to the Escrow Agent the Tax Escrow Amount for deposit into paid from the Tax Escrow Account, and so long as no Event of Default has occurred and is continuing, Administrative Agent shall pay (or shall permit Borrower to make withdrawals from the Tax Escrow Account to pay) the Governmental Authority or other party entitled thereto directly to the extent funds are available for such purpose in the Tax Escrow Account. Administrative Agent shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such Real Property Taxes and shall have no obligation to make any protest of any such Real Property Taxes. Any excess over the amounts required for such purposes shall be held by Administrative Agent for future use of required escrow deposits hereunder or refunded to Borrower, at Administrative Agent’s option, and any deficiency in such funds so deposited shall be made up by Borrower within ten (10) days of demand by Administrative Agent. The Tax Escrow Account shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds. All such funds so deposited shall bear no interest whatsoever, may be mingled with the general funds of Administrative Agent and shall be applied by Administrative Agent toward the payment of such Real Property Taxes when statements therefor are presented to Administrative Agent by Borrower; provided, however, that during the continuance of an individualEvent of Default, separate account such funds may at Administrative Agent’s option be applied to the payment of the Escrow Indebtedness in the order determined by Administrative Agent in its sole discretion (such application to be deemed a voluntary prepayment and subject to the Make Whole Breakage Amount), and that is used solely to hold Administrative Agent may at any time, in its discretion, apply all or any part of such funds toward the Tax Escrow Fundspayment of any such Real Property Taxes which are past due, together with any penalties or late charges with respect thereto. The Tax conveyance or transfer of Borrower’s interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Borrower’s interest in and rights to such funds held by Administrative Agent under this Section but subject to the rights of Administrative Agent hereunder. (ii) As additional security for the Loans and in order to secure the performance and discharge of Borrower’s obligations under Section 4.1(d) above, but not in lieu of such obligations, upon Administrative Agent’s written request during the continuance of an Event of Default, Borrower shall establish and maintain at all times during the term of the Loans an impound account (the “Insurance Escrow Funds Account”) with Administrative Agent for payment of insurance on the Property. Upon such request and during the continuance of such Event of Default, Borrower will deposit with Administrative Agent a sum equal to the premiums for policies of insurance covering the period for the then current year, all as estimated by Administrative Agent. Thereafter (but only during the continuance of an Event of Default), commencing with the payment of the next monthly installment under the Notes and continuing thereafter on each and every monthly payment date under the Notes until the Indebtedness is fully paid and performed, Borrower will deposit with Administrative Agent sufficient funds (as estimated from time to time by Administrative Agent) to permit Administrative Agent to pay, at least thirty (30) days prior to the due date thereof, the premiums for such policies of insurance. Borrower shall only be released responsible for ensuring the receipt by Administrative Agent, at least thirty (30) days prior to the respective due date for payment thereof, of all bills, invoices and statements for insurance premiums to be paid from the Tax Insurance Escrow Account, and so long as no Event of Default is then continuing, Administrative Agent shall pay (or shall permit Borrower to make withdrawals from the Insurance Escrow Account pursuant to pay) the party entitled thereto directly to the terms extent funds are available for such purpose in the Insurance Escrow Account. Any excess over the amounts required for such purposes shall be held by Administrative Agent for future use of this Agreement and the Escrow Agreement. The purpose of the Tax Escrow Account is required escrow deposits hereunder or refunded to enable Seller to pay any and all of its Taxes that become due and payable by Seller as a result of the Contemplated Transactions. In furtherance thereofBorrower, (i) Seller shall inform the Escrow Agent and Buyer when Taxes resulting from the Contemplated Transactions are due, to which Tax authority such Taxes are due, and the amount of such Taxesat Administrative Agent’s option, and any relevant wiring deficiency in such funds so deposited shall be made up by Borrower upon demand of Administrative Agent. The Insurance Escrow Account shall not, unless otherwise explicitly required by applicable law, be or transmission information be deemed to be escrow or trust funds. All such funds so deposited shall bear no interest whatsoever, may be mingled with the general funds of Administrative Agent and shall be applied by Administrative Agent toward the payment of such premiums when statements therefor are presented to Administrative Agent by Borrower; provided, however, that during the continuance of an Event of Default, such funds may at Administrative Agent’s option be applied to the payment of the Indebtedness in the order determined by Administrative Agent in its sole discretion (“Seller’s Notice”such application to be deemed a voluntary prepayment and subject to the Make Whole Breakage Amount), and (ii) Seller and Buyer shall issue joint written instructions to the Escrow that Administrative Agent may at any time, in accordance with the Escrow Agreement directing the Escrow Agent to distribute its discretion, apply all or any portion part of such funds toward the Tax Escrow Amount payment of any premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Borrower’s interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Borrower’s interest in and rights to such Tax authority within five (5) business days of Buyer’s receipt of any Seller’s Notice. (b) After delivery of any Seller’s Notice, Seller shall provide to Buyer reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of Seller (funds held by Administrative Agent under this Section but subject to the execution rights of customary work paper access letters, if requested), to work papers and books and records relating to the preparation of such Seller’s Notice and to the employees of Seller and its Subsidiaries who are knowledgeable about the preparation of such Seller’s Notice, in each case, solely for the purpose of assisting Xxxxx and its Representatives in their review of such Seller’s Notice and the calculations contained therein. Seller shall consider in good faith any reasonable comments of Buyer to any Seller’s Notice and make any corresponding changes to such Seller’s Notice and potential adjustments to the calculation set forth therein that Seller reasonably deems appropriate based on Buyer’s proposed adjustmentsAdministrative Agent hereunder. (c) If any portion of the Tax Escrow Funds remains in the Tax Escrow Account after Seller has paid all of its Taxes that have become due and payable by Seller as result of the Contemplated Transactions and the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, then Buyer and Seller shall cause the Escrow Agent (including by delivering joint written instructions to the Escrow Agent) to make a payment from the Tax Escrow Account to the Note Escrow Account of an amount equal to the remaining Tax Escrow Funds (if any) after all payments are made to the applicable Tax authorities pursuant to this Section 1.7, by wire transfer of immediately available funds for purposes of making an offer to repurchase the 2026 Notes and the 2025 Notes in accordance with Section 1.8; provided, that if the Fundamental Change Repurchase Date has occurred, the remaining Tax Escrow Funds shall instead be released to Seller (and held in a deposit account subject to a control agreement in favor of the Consenting Noteholders) for the sole purpose of complying with mandatory repurchase requirements set forth in the Senior Secured Notes Supplemental Indenture with respect to any remaining 2025 Notes.

Tax Escrow Account. Borrower shall establish a non-interest bearing tax escrow account (ai) In at a financial institution, and (ii) subject to an escrow agreement, both as mutually agreed upon by Senior Lender, Lead Lender and Borrower (the “Tax Escrow Account”), pursuant to which Borrower shall initially deposit the sum of $230,000 in accordance with Section 1.4(a)(iii)6(b) of this Amendment and thereafter shall deposit, at one-twelfth (1/12) of the Closing, Buyer shall deliver amount of real estate taxes and any assessments assessed or cause to be delivered assessed against Borrower’s Facility including the Redevelopment Area for the then current year, as estimated by Lead Lender so as to assure that the Escrow Agent balance in the Tax Escrow Amount Account is sufficient to pay such real estate taxes and assessments prior to taxes becoming delinquent. In the event Lead Lender, in its reasonable discretion, at any time reasonably determines that the amounts deposited for payment of real estate taxes will be insufficient to pay such taxes or assessments, Borrower shall, within fifteen (15) days after written notice from Lead Lender, deposit into the Tax Escrow Accountdifference between the amounts previously deposited and the amount Lead Lender reasonably determines will be necessary to pay such taxes. The Borrower acknowledges that the Tax Escrow Account shall be an individual, separate account of the Escrow Agent that is used solely to hold the Tax Escrow Funds. The Tax Escrow Funds shall only be released from the Tax Escrow Account pursuant to the terms of this Agreement and the Escrow Agreement. The purpose of the Tax Escrow Account is to enable Seller to pay any and all of its Taxes that become due and payable by Seller as a result of the Contemplated Transactions. In furtherance thereof, (i) Seller shall inform the Escrow Agent and Buyer when Taxes resulting from the Contemplated Transactions are due, to which Tax authority such Taxes are due, and the amount of such Taxes, and any relevant wiring or transmission information (“Seller’s Notice”), and (ii) Seller and Buyer shall issue joint written instructions to the Escrow Agent in accordance with the Escrow Agreement directing the Escrow Agent to distribute all or any portion of the Tax Escrow Amount to such Tax authority within five (5) business days of Buyer’s receipt of any Seller’s Notice. (b) After delivery of any Seller’s Notice, Seller shall provide to Buyer reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of Seller (subject to the execution of customary work paper access letters, if requested), to work papers and books and records relating to the preparation of such Seller’s Notice and to the employees of Seller and its Subsidiaries who are knowledgeable about the preparation of such Seller’s Notice, in each case, solely for the purpose of assisting Xxxxx and its Representatives in their review of such Seller’s Notice and the calculations contained therein. Seller shall consider in good faith any reasonable comments of Buyer to any Seller’s Notice and make any corresponding changes to such Seller’s Notice and potential adjustments to the calculation set forth therein that Seller reasonably deems appropriate based on Buyer’s proposed adjustments. (c) If any portion of the Tax Escrow Funds remains in the Tax Escrow Account after Seller has paid all of its Taxes that have become due and payable by Seller as result of the Contemplated Transactions and the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, then Buyer and Seller shall cause the Escrow Agent (including by delivering joint written instructions to the Escrow Agent) to make a payment from the Tax Escrow Account to the Note Escrow Account of an amount equal to the remaining Tax Escrow Funds (if any) after all payments are made to the applicable Tax authorities pursuant to this Section 1.7, by wire transfer of immediately available funds for purposes of making an offer to repurchase the 2026 Notes and the 2025 Notes in accordance with Section 1.8; provided, that if the Fundamental Change Repurchase Date has occurred, the remaining Tax Escrow Funds shall instead be released to Seller (and held in a deposit account subject to a control agreement in favor of the Consenting Noteholders) for the sole purpose of complying with mandatory repurchase requirements set forth paying real estate taxes and any assessments assessed or to be assessed against Borrower’s Facility including the Redevelopment Area and deposits into the Tax Escrow Account shall be irrevocable. (j) New Sections 14(d) – (h) of the Loan Agreement are hereby added to the Loan Agreement and shall provide as follows: (d) Borrower shall fail to pay the real estate taxes or any applicable special assessments on the Redevelopment Area as and when due or Borrower shall fail to fund the Tax Escrow Account; (e) Borrower shall admit in writing its inability to pay its debts generally as they become due; file a petition in bankruptcy or petition to take advantage of any insolvency act; make an assignment for the benefit of its creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property; or file a petition or answer seeking reorganization or arrangement or similar relief under the Bankruptcy Code; (f) Borrower shall be adjudged bankrupt; or a court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver, trustee, liquidator or conservator of Borrower or of the whole or any substantial part of its properties, or approve a petition filed against Borrower seeking reorganization or similar relief under the Bankruptcy Code; or if, under the Bankruptcy Code, a court of competent jurisdiction shall assume custody or control of Borrower or of the whole or any substantial part of its properties; or if there is commenced against Borrower any petition or proceeding under the Bankruptcy Code such proceeding or petition remains undismissed for a period of thirty (30) days; or if Borrower by any act indicated its consent to, approval of or acquiescence in any such proceeding or petition; or (g) Default by Borrower under any indenture, mortgage, loan or credit agreement, note, deed of trust, or related agreement or other instrument to which it or any of its properties is a party or by which it is bound, including without limitation, the Senior Credit Facility, or failure by Borrower in the due performance of any covenant contained in any such document; provided, however, only if Senior Secured Notes Supplemental Indenture Lender has taken action with respect to such default and has not agreed to waive or forbear. (h) This Agreement or any remaining 2025 Notessecurity or any other document delivered in connection with this Agreement or the Loan Documents shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void.