Tax Reserve. (a) Upon the request of Lender during the existence of any Event of Default, Borrower shall deposit with Lender a sum in an amount reasonably determined by Lender with respect to Impositions to be held by Lender in a Reserve Account (the “Tax Reserve Account”), and on each Payment Date thereafter, so long as such Event of Default is continuing, Borrower shall deliver to Lender the amount reasonably estimated by Lender to be one-twelfth (1/12th) of the annual amount of the Impositions to assure that funds are reserved in sufficient amounts to enable the payment of Impositions thirty (30) days prior to their respective due dates (provided, that Lender may re-calculate the foregoing monthly amount from time to time to assure that such funds are reserved in sufficient amounts to enable the payment of Impositions thirty (30) days prior to their respective due dates) (the “Tax Monthly Installment”). If such amounts for the then current Fiscal Year or payment period are not ascertainable by Lender at the time a monthly deposit is required to be made under this Section 4.2, the Tax Monthly Installment shall be Lender’s reasonable estimate based on one-twelfth (1/12th) of the Impositions for the prior Fiscal Year or payment period, with adjustments reasonably determined by Lender. As soon as the Impositions are fixed for the then current Fiscal Year or period, the next ensuing Tax Monthly Installment shall be adjusted to reflect any deficiency or surplus in prior Tax Monthly Installments. (b) If Lender has not elected, its sole discretion, during the continuance of an Event of Default to apply the funds in the Tax Reserve Account in payment of the Debt in such order and manner as Lender may elect, then Lender shall make payments of Impositions out of the Tax Reserve Account before the same shall be delinquent if and to the extent that there are funds available in the Tax Reserve Account. In making any payment relating to Impositions, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Impositions) 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. Any funds remaining on deposit in the Tax Reserve Account when no Event of Defaults exist or after the Debt has been indefeasibly repaid in full, whichever is earlier, shall be promptly returned to Borrower.
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Tax Reserve. In connection with the closing of the modification of the Loan contemplated by this Agreement and, as a condition precedent to the effectiveness of this Agreement, Borrower is depositing Fifty Thousand and No/100 Dollars (a$50,000.00) Upon in the request of Interest and Tax Reserve Account. Borrower will use such funds solely to pay the real estate taxes, assessments and charges against the Property as said taxes come due. Borrower will submit to Lender during an invoice evidencing the existence amount of any Event of Defaultpayment for real estate taxes, Borrower shall deposit with Lender a sum in an amount reasonably determined by Lender assessments or charges due with respect to Impositions to be held by Lender in a Reserve Account the Property and the purpose of such payment not less than ten (the “Tax Reserve Account”), and on each Payment Date thereafter, so long as such Event of Default is continuing, Borrower shall deliver to Lender the amount reasonably estimated by Lender to be one-twelfth (1/12th10) of the annual amount of the Impositions to assure that funds are reserved in sufficient amounts to enable the payment of Impositions thirty (30) business days prior to their respective due dates (provideddate such real estate taxes, that Lender assessments or charges are due. Upon Lender’s written consent, Borrower may re-calculate withdraw funds from the foregoing monthly amount from time Interest and Tax Reserve Account to time to assure that such funds are reserved in sufficient amounts to enable the be used solely for payment of Impositions thirty (30) days prior to their respective due dates) (the “Tax Monthly Installment”). If such amounts for the then current Fiscal Year or payment period are not ascertainable by Lender at the time a monthly deposit is required to be made under this Section 4.2taxes, the Tax Monthly Installment shall be Lender’s reasonable estimate based on one-twelfth (1/12th) of the Impositions for the prior Fiscal Year or payment periodassessments, with adjustments reasonably determined by Lender. As soon as the Impositions are fixed for the then current Fiscal Year or periodcharges, the next ensuing Tax Monthly Installment shall be adjusted to reflect any deficiency or surplus or, in prior Tax Monthly Installments.
(b) If Lender has not elected, its sole discretion, during Lender may use funds from the continuance Interest and Tax Reserve Account to pay the applicable taxing authority directly. Borrower will pay prior to any delinquency date thereof all real estate taxes, assessments and charges against the Property regardless of an Event the timing or amount of Default to apply the funds in the Interest and Tax Reserve Account in payment of the Debt in such order Account, and manner as Lender may elect, then Lender shall make payments of Impositions out of the Tax Reserve Account before the same it is understood and agreed that Borrower shall be delinquent if obligated to pay, from its own funds, all real estate taxes, assessments and to charges against the extent Property in the event that there are funds the assessed amounts of such taxes or charges exceed the amount available in the Interest and Tax Reserve Account. In making All interest earned on the funds deposited in the Interest and Tax Reserve Account shall become part of Borrower’s deposit. Borrower agrees that it shall include all interest and earnings on any payment relating to Impositionssuch deposit as its income (and, Lender if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may do so according to any xxxxbe), statement or estimate procured from and shall be the appropriate public office (with respect to Impositions) without inquiry into the accuracy owner of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. Any all funds remaining on deposit in the Interest and Tax Reserve Account when for federal and applicable state and local tax purposes. Lender shall have the exclusive right to manage and control all funds in the Interest and Tax Reserve Account, and Borrower shall not have any right to withdraw funds from the Interest and Tax Reserve Account without Lender’s consent, which may be withheld in Lender’s sole and complete discretion. Lender shall have no Event fiduciary duty with respect to such funds and will not be liable to Borrower for any expense, claim, loss, damage or cost (“Damages”) arising out of Defaults exist or after relating to its holding of any funds held in the Debt Interest and Tax Reserve Account other than those Damages which result directly from its Lender’s gross negligence or willful misconduct. Any account fees and charges may be deducted from the balance, if any, in the Interest and Tax Reserve Account. Borrower has been indefeasibly repaid previously granted, and does hereby grant, to Lender a security interest in fullthe Interest and Tax Reserve Account and all such funds deposited at any time into such deposit account, whichever is earlierand any proceeds thereof, as security for the Obligations (as defined in the Security Deed). Such security interest shall be promptly returned governed by the Uniform Commercial Code of the State of Georgia, and Lender shall have available to Borrowerit all of the rights and remedies available to a secured party thereunder. The Interest and Tax Reserve Account may be established and held in such name or names as Lender shall deem appropriate, including in the name of Lender. Borrower hereby constitutes and appoints Lender and any officer or agent of Lender its true and lawful attorneys-in-fact with full power of substitution to open the Interest and Tax Reserve Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 9. Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.
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Tax Reserve. (a) Upon the request of Lender during the existence of any Event of DefaultOn each Payment Date, Borrower Borrowers shall pay to Administrative Agent, for deposit with Lender into a sum in an amount reasonably determined reserve established by Lender with respect to Impositions to be held by Lender in a Reserve Account Administrative Agent (the “Tax Reserve Account”Reserve“), and on each Payment Date thereafter, so long as such Event of Default is continuing, Borrower shall deliver to Lender the amount reasonably estimated by Lender to be one-twelfth (1/12th1/12) of the amount necessary to pay annual real estate taxes, assessments and similar charges relating to the Projects (collectively, “Property Taxes”). At or before the Initial Advance, Borrowers shall deliver to Administrative Agent, for deposit in the Tax Reserve, a sum of money in an amount of equal to $11,153,475.00, which together with the Impositions monthly installments will be sufficient to assure that funds are reserved in sufficient amounts to enable the make each payment of Impositions Property Taxes thirty (30) days prior to their respective the date any delinquency or penalty becomes due dates (provided, that Lender with respect to such payment and which deposit may re-calculate be made from the foregoing Loan proceeds. The amount of the monthly amount installments shall be determined on the basis of Administrative Agent’s reasonable estimate from time to time of the Property Taxes for the current year (after giving effect to assure that such any reassessment or, at Administrative Agent’s election, on the basis of the Property Taxes for the prior year, with adjustments when the Property Taxes are fixed for the then current year). Borrowers shall furnish Administrative Agent with bills for the Property Taxes for which the Tax Reserve funds are reserved in sufficient amounts to enable the payment of Impositions required at least thirty (30) days prior to their respective due dates) (the “Tax Monthly Installment”)date on which such Property Taxes first become payable. If such amounts for at any time the then current Fiscal Year or payment period are not ascertainable by Lender at the time a monthly amount on deposit is required to be made under this Section 4.2, the Tax Monthly Installment shall be Lender’s reasonable estimate based on one-twelfth (1/12th) of the Impositions for the prior Fiscal Year or payment period, with adjustments reasonably determined by Lender. As soon as the Impositions are fixed for the then current Fiscal Year or period, the next ensuing Tax Monthly Installment shall be adjusted to reflect any deficiency or surplus in prior Tax Monthly Installments.
(b) If Lender has not elected, its sole discretion, during the continuance of an Event of Default to apply the funds in the Tax Reserve Account in payment of Reserve, together with the Debt in monthly installments to be paid by Borrowers before such order and manner as Lender may electProperty Taxes are payable, then Lender is insufficient to pay such Property Taxes, Borrowers shall make payments of Impositions out of the Tax Reserve Account before the same shall be delinquent if and pay any deficiency to the extent that there are funds available Administrative Agent immediately upon demand, for deposit in the Tax Reserve AccountReserve. In making any payment relating to Impositions, Lender may do so according to any xxxx, statement or estimate procured from Administrative Agent shall pay such Property Taxes when the appropriate public office (with respect to Impositions) 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. Any funds remaining amount on deposit in the Tax Reserve Account when no Event is sufficient to pay such Property Taxes and Administrative Agent has received a xxxx for such Property Taxes. Notwithstanding anything to the contrary in this Section 3.1(1), Borrowers shall NOT be required to make an initial deposit into the Tax Reserve with respect to, or make monthly real estate tax and assessment payments to Administrative Agent as described in the first sentence of Defaults exist this Section 3.1(2) with respect to, any Project if a tenant occupying 100% of such Project is required (pursuant to its lease of such Project) to pay such real estate taxes and assessments directly to the applicable governmental authority. Borrowers shall provide Administrative Agent, within 20 days following the date such real estate taxes are due without penalty or after the Debt has interest, with written evidence that such real estate taxes have been indefeasibly repaid in full, whichever is earlier, shall be promptly returned to Borrowerpaid.
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Tax Reserve. (a) Upon the request of Lender during the existence of any Event of Default, Borrower shall deposit (or cause to be deposited) with Lender a sum (or such agent of Lender as Lender may designate in an amount reasonably determined by Lender with respect writing to Impositions Borrower from time to be held by Lender in a Reserve Account (the “Tax Reserve Account”time), and monthly, on each Payment Date thereafterDate, so long as such Event of Default is continuing, Borrower shall deliver to Lender the amount reasonably estimated by Lender to be one-twelfth (1/12th) 1/12th of the annual amount charges (as estimated by Lender) for all Impositions relating to the Mortgaged Property. Borrower shall also deposit with Lender, simultaneously with such monthly deposits and/or on the Closing Date, a sum of the Impositions money which, together with such monthly deposits, will be sufficient to assure that funds are reserved in sufficient amounts to enable make the payment of Impositions each such charge at least thirty (30) days prior to their respective due dates (provided, that Lender may re-calculate the foregoing monthly amount from time to time to assure that date finally delinquent. Should such funds are reserved in sufficient amounts to enable the payment of Impositions thirty (30) days prior to their respective due dates) (the “Tax Monthly Installment”). If such amounts for the then current Fiscal Year or payment period are charges not be ascertainable by Lender at the time a monthly any deposit is required to be made under this Section 4.2made, the Tax Monthly Installment deposit shall be made on the basis of Lender’s reasonable estimate based on one-twelfth (1/12th) of estimate. When the Impositions for the prior Fiscal Year or payment period, with adjustments reasonably determined by Lender. As soon as the Impositions charges are fixed for the then current Fiscal Year year or period, the next ensuing Tax Monthly Installment Borrower shall be adjusted to reflect deposit any deficiency or surplus in prior Tax Monthly Installments.
within fifteen (b15) If Lender has not electeddays following Lender’s demand, its sole discretionand to the extent there is any excess, during the continuance of such amount shall, upon written request, be returned to Borrower. Should an Event of Default to apply occur, the funds in the Tax Reserve Account so deposited may be applied in payment of the Debt in charges for which such order and manner funds shall have been deposited or to the payment of the Obligations or any other charges affecting the Mortgaged Property as Lender in its sole and absolute discretion may electdetermine, then but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided. Borrower shall make payments of Impositions out provide Lender with bills and all other documents necessary for the payment of the Tax Reserve Account before the same shall be delinquent if and foregoing charges at least ten (10) days prior to the extent that there are funds available in the Tax Reserve Accountdate on which each payment thereof shall first become delinquent. In making any payment relating to Impositions, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office So long as (with respect to Impositionsi) 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. Any funds remaining on deposit in the Tax Reserve Account when no Event of Defaults exist Default exists, (ii) Borrower has provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of such charges, as applicable, Lender shall pay said items or after the Debt has been indefeasibly repaid in full, whichever is earlier, allow such funds to be released to Borrower for it to pay said items. All refunds of Impositions shall be promptly returned to Borrowerdeposited into the tax Reserve.
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