Common use of Tax Escrow Clause in Contracts

Tax Escrow. In order to secure the performance and discharge of Grantor's obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Grantor is not required to pay such sums to the landlord under the Mortgaged Lease, Grantor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor will, in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's request, Grantor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Grantor's credit.

Tax Escrow. In order to secure the performance and discharge of Grantor's Mortgagor’s obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Grantor Mortgagor is not required to pay such sums to the landlord under the Mortgaged Lease, GrantorMortgagor, upon Collateral Agent's ’s request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "“Taxes"”) of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor Mortgagor will, in addition, upon Collateral Agent's ’s request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's ’s request, Grantor Mortgagor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor Mortgagor to allow Grantor Mortgagor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Grantor's Mortgagor’s credit.

Tax Escrow. In order to secure the performance and discharge of GrantorMortgagor's obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Grantor Mortgagor is not required to pay such sums to the landlord under the Mortgaged Lease, GrantorMortgagor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor Mortgagor will, in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's request, Grantor Mortgagor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor Mortgagor to allow Grantor Mortgagor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to GrantorMortgagor's credit.

Tax Escrow. In If directed by Bank in writing, Mortgagor shall, in order to secure the performance and discharge of Grantor's Mortgagor’s obligations under this Section 1.031.4, but not in lieu of such obligations, and deposit with Bank on the first day of each calendar month throughout the term of the Loan, deposits, in amounts set by Bank from time to the extent Grantor is not required time by written notice to Mortgagor, in order to accumulate funds sufficient to permit Bank to pay such sums to the landlord under the Mortgaged Lease, Grantor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing all annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a1.4.1 at least thirty (30) days prior to the date or dates on which they shall become delinquent. The taxes, assessments and charges for each month that has elapsed since the last date purposes of this Section 1.4.3 shall, if Bank so elects, include, without limitation, water and sewer rents. Mortgagor shall procure and deliver to which the Taxes were paid; and Grantor will, in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay Bank when due the Taxesissued all statements or bills for such obligations. Upon Collateral Agent's requestdemand by Bank, Grantor Mortgagor shall also deliver to Collateral Agent Bank such additional monies as are required to make up satisfy any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor Bank to pay such Taxestaxes, assessments and similar charges thirty (30) days prior to the date they become delinquent. Such Bank shall pay such taxes, assessments and other charges as they become due to the extent of the funds on deposit with Bank from time to time and provided Mortgagor has delivered to Bank the statements or bills therefor. In making any such payments, Bank shall be entitled to rely on any ▇▇▇▇ issued in respect of any such taxes, assessments or charges without inquiry into the validity, propriety or amount thereof and whether delivered to Bank by Mortgagor or otherwise obtained by Bank. Any deposits received pursuant to this Section 1.4.3 shall not be, nor be deemed to be, trust funds funds, but may be commingled with the general funds of Collateral Agent, Bank and Bank shall have no obligation to pay interest shall be payable in respect thereofon amounts deposited with Bank pursuant to this Section 1.4.3. Upon the occurrence of an If any Event of DefaultDefault occurs, Collateral Agent may apply to the reduction any part or all of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount amounts then on deposit or thereafter deposited with Bank under this Section 1.03(d) remaining 1.4.3 may at Bank’s option be applied to Grantor's creditpayment of Borrower’s Liabilities in such order as Bank may determine.

Tax Escrow. In order (a) Simultaneously with the Closing, if the Specified Tax Liability Condition has not been satisfied, the Tax Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of the Common Shares, Warrants and Stock Appreciation Rights and deposited by Parent into a separate account (the "Tax Escrow Account") with the Escrow Agent, pursuant to secure the performance Escrow Agreement. The Escrow Agent shall hold the Tax Escrow Fund and discharge of Grantorall interest and other amounts earned thereon in escrow pursuant to the Escrow Agreement. The amount so withheld from each Equityholder shall be equal to (i) the Tax Escrow Amount multiplied by (ii) such Equityholder's obligations under Applicable Percentage as set forth on Final Schedule I. The Tax Escrow Fund shall be distributed in accordance with this Section 1.03, but not in lieu of such obligations, 2.16 and to the extent Grantor is not required to pay such sums to the landlord under the Mortgaged Lease, Grantor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) terms of the next maturing annual ad valorem taxes, assessments and charges Escrow Agreement. (which taxes, assessments and charges, for purposes b) Each of this paragraph, shall include without limitation water and sewer rentsthe parties hereto has determined that all the parties hereto share certain common interests in defending against the Pending Tax Claims. The Company shall, and shall hereinafter cause the Company Subsidiaries to, use commercially reasonable efforts to satisfy in full the Specified Tax Liability Condition prior to Closing. The Company, at its sole expense (and any such expenses shall in no case be collectively called "Taxes") included in the definition of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor willSpecified Tax Liabilities), in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds shall control (as estimated from time to time by Collateral Agent in its sole discretion) the defense, negotiation, compromise, and settlement of the Pending Tax Claims prior to permit Collateral the Closing, subject to the other requirements of this Section 2.16; provided, that Parent's prior written consent (not to be unreasonably withheld, delayed or conditioned) shall be required prior to the Company or any Company Subsidiary abandoning, compromising, settling or otherwise satisfying the Pending Tax Claims prior to Closing if the Specified Tax Liability Condition will not be satisfied prior to Closing. The Company shall use commercially reasonable efforts to provide regular updates to Parent on the status of the Pending Tax Claims as well as promptly provide copies of all emails, correspondence or other documentation received from, or provided to, the IRS or any Governmental Entity in connection with the Pending Tax Claims. (c) Following the Closing, Parent and the Surviving Company shall provide to the Equityholder Representative prompt written notice of any written or oral communications from the IRS or any Governmental Entity related to the Specified Tax Liabilities; provided that any written communication relating both to the Specified Tax Liabilities and other Tax liabilities may be appropriately redacted to the extent relating solely to the other Tax liabilities when provided to the Equityholder Representative. Following the Closing, with respect to any audit, examination, contest, litigation or other judicial, administrative or arbitral action, suit, hearing or proceeding before the IRS, any division or bureau thereof, or any other Governmental Entity, in each case solely with respect to the Specified Tax Liabilities involving any of Company, Surviving Company or any Company Subsidiary or preparation and filing of any amended state income Tax Returns solely related to the Specified Tax Liabilities (each a "Tax Proceeding"), the Equityholder Representative shall have the exclusive right to control, settle, resolve or otherwise satisfy or dispose of any such Tax Proceeding for a period of one (1) year following the Closing Date; provided, that the Equityholder Representative shall use commercially reasonable efforts to promptly settle, resolve or otherwise satisfy or dispose of any such Tax Proceeding; provided, further, that the consent of Parent shall be required (not to be unreasonably withheld, conditioned or delayed) for any settlement, resolution or other satisfaction of a Tax Proceeding to the extent the amount of such settlement, resolution, satisfaction or disposition plus the actual amount or reasonably expected amount to settle, resolve, satisfy or dispose of all other Tax Proceedings exceeds or reasonably would exceed the Tax Escrow Amount. Beginning one year and one day after the Closing Date, Parent and the Company shall have the exclusive right to control, settle, resolve or otherwise or dispose of any Tax Proceeding. (d) Following the Closing, promptly after any Pending Tax Claim has been settled, resolved or otherwise satisfied pursuant to this Section 2.16, Parent and the Equityholder Representative shall deliver a joint written instruction to the Escrow Agent, in the form required by the Escrow Agreement, instructing the Escrow Agent (i) to release from the Tax Escrow Account to the Surviving Company or any Company Subsidiary an amount equal to the lesser of (A) the Specified Tax Liabilities due and owing by the Surviving Company or any Company Subsidiary as a result of the resolution of the Pending Tax Claim and (B) the amount remaining in the Tax Escrow Account and (ii) to release from the Tax Escrow Account an amount equal to the excess, if any, of (A) the applicable Pending Tax Claim Escrow Amount (including a pro rata portion of any interest earned thereon except to the extent specified in the Escrow Agreement) over (B) the amount described in clause (i)(A) of this sentence, which shall be promptly distributed to the (I) Paying Agent, for further distribution to the Stockholders and the holders of Warrants and (II) Surviving Company, for further distribution to the holders of Stock Appreciation Rights, in accordance herewith and with the Escrow Agreement, with each Equityholder receiving his, her or its pro rata amount thereof, equal to (x) such Equityholder's Applicable Percentage as set forth on Final Schedule I multiplied by (y) the aggregate amount being released for the benefit of the Equityholders pursuant to this Section; provided that, and notwithstanding the above, the amount to be released pursuant to clause (ii) with respect to a Pending Tax Claim for federal Taxes shall be no greater than the amount that will result in the remaining balance in the Tax Escrow Account to equal $1,000,000 following release of such clause (ii) amount. Following the earlier of (i) the settlement, resolution or other satisfaction of all Pending Tax Claims and (ii) the two (2) year anniversary of the Closing Date, and after any payments described in the first sentence of this Section 2.16(d) have been made, Parent and the Equityholder Representative shall deliver a joint written instruction to the Escrow Agent, in the form required by the Escrow Agreement, instructing the Escrow Agent to pay when due release any remaining funds from the Taxes. Upon Collateral Tax Escrow Account which shall be promptly distributed to the (I) Paying Agent, for further distribution to the Stockholders and the holders of Warrants and (II) Surviving Company, for further distribution to the holders of Stock Appreciation Rights, in accordance herewith and with the Escrow Agreement, with each Equityholder receiving his, her or its pro rata amount thereof, equal to (x) such Equityholder's request, Grantor shall also deliver to Collateral Agent such additional monies Applicable Percentage as are required to make up any deficiencies set forth on Final Schedule I multiplied by (y) the amount then remaining in the amounts necessary Tax Escrow Account (e) Notwithstanding anything to enable Collateral Agent the contrary contained herein, if the Specified Tax Liability Condition has been satisfied in full on or prior to pay the Taxes. In such caseClosing Date, Collateral Agent must timely pay (i) the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits Tax Escrow Amount shall not be, nor be deemed to be, trust funds but may be commingled with withheld from the general funds of Collateral Agent, Closing Date Merger Consideration and no interest instead shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply paid to the reduction Equityholders in accordance with this Agreement and (ii) the parties hereto shall promptly amend the form of Escrow Agreement attached hereto to reflect the deletion of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Grantor's creditTax Escrow Account.

Tax Escrow. In order to secure the performance and discharge of Grantor's obligations under this Section 1.03, . but not in lieu of such obligations, and to the extent Grantor is not required to pay such sums to the landlord under the Mortgaged Lease, Grantor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor will, in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's request, Grantor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Grantor's credit.

Tax Escrow. In order to secure the performance and discharge of Grantor's obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Grantor is not required to pay such sums to the landlord under the Mortgaged Lease, Grantor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12thl/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a1.03 (a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor will, in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's request, Grantor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Grantor's credit.

Tax Escrow. In order to secure the performance and discharge of Grantor's obligations under this Section 1.031.04, but not in lieu of such obligations, and to the extent Grantor is not required to pay such sums to the landlord under the Mortgaged Lease, Grantor, upon Collateral AgentIndenture Trustee's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent Indenture Trustee an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a) 1.04.1 for each month that has elapsed since the last date to which the Taxes were paid; and Grantor will, in addition, upon Collateral AgentIndenture Trustee's request, pay over to Collateral Agent Indenture Trustee together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent Indenture Trustee in its sole discretion) to permit Collateral Agent Indenture Trustee to pay when due the Taxes. Upon Collateral AgentIndenture Trustee's request, Grantor shall also deliver to Collateral Agent Indenture Trustee such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent Indenture Trustee to pay the Taxes. In such case, Collateral Agent Indenture Trustee must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral AgentIndenture Trustee, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent Indenture Trustee may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent Indenture Trustee shall determine, any amount under this Section 1.03(d) 1.04.4 remaining to Grantor's credit.

Tax Escrow. In order to secure the performance and discharge of GrantorMortgagor's obligations under this Section 1.03paragraph 1.04, but not in lieu of such obligations, and to the extent Grantor is not required to pay such sums to the landlord under the Mortgaged Lease, GrantorMortgagor, upon Collateral AgentLender's request after the occurrence of and during the continuance of an Event of Defaultrequest, will pay over to Collateral Agent Lender an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a) paragraph 1.04 for each month that has elapsed since the last date to which the Taxes were paid; and Grantor Mortgagor will, in addition, during the continuance of an Event of Default and upon Collateral AgentLender's request, pay over to Collateral Agent Lender together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent Lender in its sole discretion) to permit Collateral Agent Lender to pay when due the Taxes. Upon Collateral AgentDuring the continuance of an Event of Default and upon Lender's request, Grantor Mortgagor shall also deliver to Collateral Agent Lender such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent Lender to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral AgentLender, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent Lender may apply to the reduction of the Obligations secured herebyhereby (without prepayment penalty), in such manner as Collateral Agent Lender shall determine, any amount under this Section 1.03(d) paragraph 1.04.4 remaining to GrantorMortgagor's credit.

Tax Escrow. In order to secure the performance and discharge of GrantorMortgagor's obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Grantor Mortgagor is not required to pay such sums to the landlord under the Mortgaged Lease, GrantorMortgagor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12thl/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(al.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor Mortgagor will, in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's request, Grantor . Mortgagor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor Mortgagor to allow Grantor Mortgagor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to GrantorMortgagor's credit.

Tax Escrow. In order to secure the performance and discharge of Grantor's Mortgagor’s obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Grantor Mortgagor is not required to pay such sums to the landlord under the Mortgaged LeaseSublease, GrantorMortgagor, upon Collateral Agent's ’s request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "“Taxes"”) of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor Mortgagor will, in addition, upon Collateral Agent's ’s request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's ’s request, Grantor Mortgagor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor Mortgagor to allow Grantor Mortgagor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Grantor's Mortgagor’s credit.

Tax Escrow. In order to secure the performance and discharge of Grantor's obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Grantor is not required to pay such sums to the landlord under the Mortgaged Lease, Grantor, upon Collateral Agent's request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12thl/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called "Taxes") of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor will, in addition, upon Collateral Agent's request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent's request, Grantor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Grantor's credit.