Common use of Tax Reserve Account Clause in Contracts

Tax Reserve Account. The Borrowers shall deposit with the Paying Agent (or such amounts shall be remitted from the proceeds of the Property Loan on such Property pursuant to Section 2.02(c) or upon release of any Renovation Reserves, Leasing Commission Reserves or Debt Service Reserves with respect to any Non-Stabilized Property, to the extent the Tax Reserves for such Financed Property have not previously been deposited or are not incompliance with this Section 6.05 on such date) for transfer to the Tax Reserve Account reserve funds sufficient for Real Estate Taxes with respect to each Financed Property (the “Tax Reserve”) in accordance with this Section 6.05. Borrowers shall provide to the Administrative Agent an estimate of and supporting information for the amount of the Real Estate Taxes for each Financed Property and of any changes thereto occurring from time to time in order for Administrative Agent to make estimates of Real Estate Taxes pursuant to this Section 6.05. At the time of disbursement of the Property Loan with respect to any Financed Property, the Borrowers shall deposit with the Paying Agent (or such amounts shall be remitted from the proceeds of the Property Loan on such Property pursuant to Section 2.02(c)) for transfer to the Tax Reserve Account for each Financed Property, an amount equal to one-half (1/2) of Administrative Agent’s estimate of the amount of the annual Real Estate Taxes for such Property. The Borrowers shall provide to the Diligence Agent such certificates, tax bills and other evidence as the Administrative Agent may reasonably require. During the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Majority Lenders or pursuant to a Thirty-Three Percent Lender Instruction shall, direct the Paying Agent in writing to withdraw all or any portion of the Tax Reserve from the Tax Reserve Account and apply such funds either to pay (i) Real Estate Taxes or (ii) the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Administrative Agent may determine in its sole discretion. In making any payment from the Tax Reserve Account, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. The right to direct the Paying Agent in writing to withdraw and apply Tax Reserve in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Administrative Agent, the Collateral Agent or any Lenders under this Agreement and the other Loan Documents. Provided no Default or Event of Default shall exist and remain uncured, the Paying Agent shall disburse the Tax Reserve with respect to a Property to the Borrower Representative (as directed in writing by the Administrative Agent pursuant to Section 6.13(e)) upon the Refinancing or Transfer of such Property and the payment in full of the applicable Release Amount with respect to such Property.

Tax Reserve Account. The Borrowers shall deposit with the Paying Agent (or such amounts shall be remitted from the proceeds of the Property Loan on such Property pursuant to Section 2.02(c) or upon release of any Renovation Reserves, Leasing Commission Reserves or Debt Service Reserves with respect to any Non-Stabilized Property, to the extent the Tax Reserves for such Financed Property have not previously been deposited or are not incompliance with this Section 6.05 on such date) for transfer to the Tax Reserve Account reserve funds sufficient for Real Estate Taxes with respect to each Financed Property (the “Tax Reserve”) in accordance with this Section 6.05. Borrowers shall provide to the Administrative Agent an estimate of and supporting information for the amount of the Real Estate Taxes for each Financed Property and of any changes thereto occurring from time to time in order for Administrative Agent to make estimates of Real Estate Taxes pursuant to this Section 6.05. At the time of disbursement of the Property Loan with respect to any Financed Property, the Borrowers shall deposit with the Paying Agent (or such amounts shall be remitted from 140 the proceeds of the Property Loan on such Property pursuant to Section 2.02(c)) for transfer to the Tax Reserve Account for each Financed Property, an amount equal to one-half (1/2) of Administrative Agent’s estimate of the amount of the annual Real Estate Taxes for such Property. The Borrowers shall provide to the Diligence Agent such certificates, tax bills and other evidence as the Administrative Agent may reasonably require. During the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Majority Lenders or pursuant to a Thirty-Three Percent Lender Instruction shall, direct the Paying Agent in writing to withdraw all or any portion of the Tax Reserve from the Tax Reserve Account and apply such funds either to pay (i) Real Estate Taxes or (ii) the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Administrative Agent may determine in its sole discretion. In making any payment from the Tax Reserve Account, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. The right to direct the Paying Agent in writing to withdraw and apply Tax Reserve in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Administrative Agent, the Collateral Agent or any Lenders under this Agreement and the other Loan Documents. Provided no Default or Event of Default shall exist and remain uncured, the Paying Agent shall disburse the Tax Reserve with respect to a Property to the Borrower Representative (as directed in writing by the Administrative Agent pursuant to Section 6.13(e)) upon the Refinancing or Transfer of such Property and the payment in full of the applicable Release Amount with respect to such Property.

Tax Reserve Account. The Borrowers shall deposit with the Paying Agent (or such amounts shall be remitted from the proceeds of the Property Loan on such Property pursuant to Section 2.02(c) or upon release of any Renovation Reserves, Leasing Commission Reserves or Debt Service Reserves with respect to any Non-Stabilized Property, to the extent the Tax Reserves for such Financed Property have not previously been deposited or are not incompliance with this Section 6.05 on such date) for transfer to the Tax Reserve Account reserve funds sufficient for Real Estate Taxes with respect to each Financed Property (the “Tax Reserve”) in accordance with this Section 6.05. Borrowers shall provide to the Administrative Agent an estimate of and supporting information for the amount of the Real Estate Taxes for each Financed Property and of any changes thereto occurring from time to time in order for Administrative Agent to make estimates of Real Estate Taxes pursuant to this Section 6.05. At the time of disbursement of the Property Loan with respect to any Financed Property, the Borrowers shall deposit with the Paying Agent (or such amounts shall be remitted from the proceeds of the Property Loan on such Property pursuant to Section 2.02(c)) for transfer to the Tax Reserve Account for each Financed Property, an amount equal to one-half (1/2) of Administrative Agent’s estimate of the amount of the annual Real Estate Taxes for such Property. The Borrowers shall provide to the Diligence Agent such certificates, tax bills and other evidence as the Administrative Agent may reasonably require. During the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Majority Lenders or pursuant to a Thirty-Three Percent Lender Instruction shall, direct the Paying Agent in writing to withdraw all or any portion of the Tax Reserve from the Tax Reserve Account and apply such funds either to pay (i) Real Estate Taxes or (ii) the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Administrative Agent may determine in its sole discretion. In making any payment from the Tax Reserve Account, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. The right to direct the Paying Agent in writing to withdraw and apply Tax Reserve in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Administrative Agent, the Collateral Agent or any Lenders under this Agreement and the other Loan Documents. Provided no Default or Event of Default shall exist and remain uncured, the Paying Agent shall disburse the Tax Reserve with respect to a Property to the Borrower Representative (as directed in writing by the Administrative Agent pursuant to Section 6.13(e)) upon the Refinancing or Transfer of such Property and the payment in full of the applicable Release Amount with respect to such Property.