Common use of Impounds Clause in Contracts

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each month, one-twelfth (l/12th) of the annual charges for ground or other rent, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On or before Closing Date, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges.

Impounds. 5.4.1 Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (i) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (i) and (ii) above hereinafter called the "Tax and Insurance Escrow Fund"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges. 5.4.2 In lieu of making the monthly payments to the Tax and Insurance Escrow Fund required under Section 5.4(a)(ii) and provided no Event of Default exists and no Trigger Event shall have occurred and a Trigger Period continuing, Borrower shall have the option to deliver to Lender as additional security for the Debt either (i) a cash deposit (the "Static Cash Account"), or (ii) an unconditional Letter of Credit (the "Insurance Letter of Credit"), each in an amount equal to fifty percent (50%) of the annual Insurance Premiums. In the event that Borrower, after delivering a Static Cash Account or an Insurance Letter of Credit in accordance with this Section 5.4(b), elects to resume making monthly payments to the Tax and Insurance Escrow Fund required under Section 5.4(a)(ii), Borrower shall make an initial deposit into such Tax and Insurance Escrow Fund equal to the amount reasonably estimated by Lender to be the amount that would have been on deposit in such Tax and Insurance Escrow Fund on the date thereof if Borrower had not delivered such Static Cash Account or Insurance Letter of Credit. Borrower shall give Lender thirty (30) days prior written notice of such election and Borrower shall pay to Lender all of Lender's reasonable out-of-pocket costs and expenses in connection therewith. Borrower shall not be entitled to draw from such Static Cash Account or Insurance Letter of Credit. During the time the appropriate amount of funds are on deposit in the Static Cash Account or the Insurance Letter of Credit is outstanding, Borrower shall pay, or cause to be paid, all Insurance Premiums as the same become due and payable and shall furnish to Lender evidence of payment of Insurance Premiums reasonably satisfactory to Lender at least fifteen (15) days prior to the date when such Insurance Premiums are due. Borrower shall provide Lender with written notice of any increases in the Insurance Premiums thirty (30) days prior to the effective date of any such increase and the Static Cash Account or the Insurance Letter of Credit, as applicable, shall be increased to an amount equal to fifty percent (50%) of such increased annual Insurance Premiums at least ten (10) days prior to such increase in the Insurance Premiums.

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, one-twelfth (l/12th1/12th) of the annual charges for ground or other rent, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments), insurance premiums and real estate taxes, assessments and similar charges relating to each Projectthe Projects. On At or before Closing Datethe initial advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All Unless Borrower and Lender hereafter enter into a "blocked account" or similar deposit agreement, all funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇bill ▇▇▇ for such charges.

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the "Tax and Insurance Escrow Fund"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges.received

Impounds. Borrower shall deposit into Upon the occurrence and during the continuance of a reserve with Lender, monthly on the first day of each month, one-twelfth (l/12th) of the annual charges for ground or other rent, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On or before Closing DateTrigger Event, Borrower shall deposit with Lender, monthly, (a) one-twelfth (1/12th) of the Taxes that Lender a sum of money which together with the monthly installments estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to make each of pay all such payments Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the date any delinquency or penalty becomes due Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with respect Lender sufficient funds to pay all such paymentsInsurance Premiums at least thirty (30) days prior to expiration (said amounts in (a) and (b) above hereinafter called the "TAX AND INSURANCE ESCROW FUND"). Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ bill for such charges.

Impounds. Borrower In the event Lessee fails on two (2) occasions during any consecutive twelve (12) month period to make rental payments within ten (10) days of Lessee’s receipt of written notice of such delinquency, or shall deposit into on two (2) occasions issue a reserve with Lendercheck which is declined by Lessee’s bank for insufficient funds, monthly on Lessor may require, by delivery of Notice thereof to Lessee, that Lessee pay all rent, real property taxes, and insurance expenses quarterly in advance for the first day of each month, one-twelfth (l/12th) balance of the annual charges for ground Lease term, and that all such payments be made by cash, cashier’s check or money order in lieu of Lessee’s check. Acceptance of payment by check shall not be construed as a waiver of any such rights. The exercise of any rights under this paragraph shall not limit or otherwise affect Lessor’s other rights and remedies under this Lease or by law. Such quarterly advance installment shall be payable on each January 1, April 1, July 1, and October 1 thereafter occurring during the Lease term in the amount of rent, if real property tax and insurance expenses as estimated by Lessor which are payable by Lessee under the terms of this Lease. Such fund shall be established to insure payment when due, before delinquency, of any (but only if or all such rent is due less often than monthly orrent, regardless real property taxes and insurance premiums. If the amounts paid to Lessor by Lessee under the provisions of payment frequency, if Borrower has failed this paragraph are insufficient to make one or more discharge the obligations of Lessee to pay such payments), real property taxes and insurance premiums and real estate taxesas the same become due, assessments and similar charges relating Lessee shall pay to each Project. On or before Closing DateLessor, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient within three (3) business days after Lessor’s demand, such additional sums necessary to make each of pay such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year)obligations. All funds so deposited moneys paid to Lessor under this paragraph may be intermingled with other money of Lessor, shall be held by Lender, without not bear interest, and may be commingled with Lender’s general fundsshall not create any trust relationship between Lessor and Lessee or any fiduciary duties on the part of Lessor to Lessee. Borrower hereby grants In the event of a default in the obligations of Lessee to Lender a security interest in all perform under this Lease, then any balance remaining from funds so deposited with Lender for paid to Lessor under the purpose provisions of securing this paragraph may, at the Loan. While an Event option of Default existsLessor, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of any monetary default of Lessee in lieu of being applied to the Loan or any other charges affecting payment of rent, real property tax and insurance premiums. Any excess payment by Lessee above the security amount of Lender, as Lender may elect, but no expenses payable by Lessee under this Lease to which Lessor applies amounts in such application fund shall be deemed to have been made by operation credited against next due installments of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges real property taxes and Lender has received a ▇▇▇▇ for such chargesinsurance premiums.

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth (1/12th) of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the "TAX AND INSURANCE ESCROW FUND"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges.

Impounds. (a) Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender reasonably estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the "Tax and Insurance Escrow Fund"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's reasonable estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall (a) be held by Lender, without interest, and may (b) be commingled with Lender’s 's general funds, and (c) earn interest at available money market rates. Any earnings on such funds shall be added to and be a part of the Tax and Insurance Escrow Fund and shall be disbursed or applied in the same manner and subject to the same terms as funds on deposit in the Tax and Insurance Escrow Fund. Any such earnings shall be for the benefit of the Borrower, subject to the Lender's rights pursuant to this Agreement. Lender shall not be responsible for any losses resulting from the investment of amounts on deposit in the Tax and Insurance Escrow Fund or for obtaining any specific level or percentage earnings on such amounts so invested. Borrower shall be liable for any income taxes due on the earnings for the amounts on deposit in the Tax and Insurance Escrow Fund. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable; provided, that, in the event that Borrower has not received such bills at least thirty (30) days prior to the date on which the charges first become payable, then Borrower shall deliver such bills to Lender promptly upon the receipt thereof. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇b▇▇▇ for such charges. (b) In lieu of making the required monthly payments to the Tax and Insurance Escrow Fund and provided no Event of Default exists, Borrower has the option to deliver to Lender (i) a cash deposit in an amount reasonably estimated by Lender to be equal to fifty percent (50%) of the estimated amount of annual Insurance Premiums and Taxes to be paid during the calendar year (the "Installment Amount"), which cash deposit shall be held by Lender as security for the Debt (the "Static Cash Account") or (ii) a Letter of Credit in an amount reasonably estimated by Lender to be equal to the Installment Amount (the "T&I Letter of Credit"). In the event that Borrower, after delivering a Static Cash Account or a T&I Letter of Credit in accordance with this Section 5.4, elects to resume making monthly payments required under the Tax and Insurance Escrow Fund, Borrower shall make an initial deposit into such Tax and Insurance Escrow Fund equal to the amount reasonably estimated by Lender to be the amount that would have been on deposit in such Tax and Insurance Escrow Fund on the date thereof if Borrower had not delivered such Static Cash Account or a T&I Letter of Credit. Borrower shall give Lender thirty (30) days prior written notice of such election and Borrower shall pay to Lender all of Lender's reasonable out-of-pocket costs and expenses in connection therewith. Borrower shall not be entitled to draw from such Static Cash Account or a T&I Letter of Credit. During the time the appropriate amount of funds are on deposit in the Static Cash Account or the T&I Letter of Credit is outstanding, Borrower shall pay all Taxes and Insurance Premiums as the same become due and payable and shall furnish to Lender evidence of (i) payment of Taxes reasonably satisfactory to Lender on or prior to the date when such Taxes are due, and (ii) payment of Insurance Premiums reasonably satisfactory to Lender at least fifteen (15) days prior to the date when such Insurance Premiums are due. Borrower shall provide Lender with written notice of any increases in the Taxes and Insurance Premiums thirty (30) days prior to the effective date of any such increase (provided, that, if Borrower has not received notice of such increase at least thirty (30) days prior to such effective date, then Borrower shall notify Lender of such increase promptly upon receiving notice of such increase) and the Static Cash Account or the T&I Letter of Credit, as applicable, shall be increased to an amount equal to the new Installment Amount at least ten (10) days prior to such increase.

Impounds. (a) Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender reasonably estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the "Tax and Insurance Escrow Fund"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's reasonable estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall (a) be held by Lender, without interest, and may (b) be commingled with Lender’s 's general funds, and (c) earn interest at available money market rates. Borrower hereby grants Any earnings on such funds shall be added to Lender and be a security interest in all funds so deposited with Lender for part of the purpose of securing the Loan. While an Event of Default exists, the funds deposited may Tax and Insurance Escrow Fund and shall be disbursed or applied in payment of the charges for which such funds have been deposited, or same manner and subject to the payment of the Loan or any other charges affecting the security of Lender, same terms as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount funds on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when in the amount on deposit with Lender is sufficient to pay such charges Tax and Lender has received a ▇▇▇▇ for such charges.Insurance

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each month, one-twelfth (l/12th1/12th) of the annual charges for ground or other rent, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments), insurance premiums and real estate taxes, assessments and similar charges relating to each Projectthe Projects. On At or before Closing Datethe initial advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges.

Impounds. (a) Subject to subsection (b) below, Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth (1/12th) of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the " Tax and Insurance Escrow Fund"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges. (b) Borrower's obligation to make monthly deposits into the Tax and Insurance Escrow Fund for the insurance required under Section 3.1(a)(i) shall be suspended so long as Tenant pays the Insurance Premiums for the Project required under the Leases as they become due and payable annually in advance and furnishes to Lender evidence of the renewal of each policy with receipts for the payment of Insurance Premiums or other evidence of such payment reasonably satisfactory to Lender. In the event that Tenant fails to maintain insurance in compliance with this Section 3.4, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on dema nd, reimburse Lender for all expenses incurred in connection therewith and thereafter, Borrower shall be required to make monthly deposits into the Tax and Insurance Escrow Fund in accordance with subsection (a) above.

Impounds. Borrower shall deposit or cause to be deposited into a reserve with Lenderseparate segregated account (the "Tax and Insurance Escrow Account") to be maintained by the Borrower at the Depository Bank in the name of the Administrative Agent for the benefit of the Lenders, monthly on the first day of each monthPayment Date, (a) one-twelfth (l/12th1/12th) of the annual charges for ground Taxes that the Administrative Agent estimates will be payable with respect to the Project during the next ensuing twelve (12) months in order to accumulate in the Tax and Insurance Escrow Account sufficient funds to pay all such Taxes at least thirty (30) days prior to any delinquency thereof or other rentpenalty thereon, if any and (but only if such rent is due less often than monthly or, regardless b) one-twelfth of payment frequency, if Borrower has failed to make one or more of such payments), the insurance premiums that the Administrative Agent estimates will be payable during the next ensuing twelve (12) months for the renewal of the coverage afforded by the insurance policies required by the Administrative Agent with respect to the Project upon the expiration thereof in order to accumulate in the Tax and real estate taxes, assessments Insurance Escrow Account sufficient funds to pay all such insurance premiums at least thirty (30) days prior to expiration (the aggregate of the amounts in (a) and similar charges relating (b) above being hereinafter referred to each Projectas the "Tax and Insurance Escrow Reserve"). On At or before Closing Datethe initial advance of the Loans, Borrower shall deposit with Lender in the Tax and Insurance Escrow Account a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s the Administrative Agent's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s the Administrative Agent's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower hereby grants to Lender the Administrative Agent (on behalf of the Lenders) a first priority security interest in all funds so deposited with Lender in the Tax and Insurance Escrow Account for the purpose of securing the LoanLoans. While an Event of Default exists, the funds deposited in the Tax and Insurance Escrow Account may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan Loans or any other charges affecting the security of Lenderthe Administrative Agent and the Lenders, as Lender the Administrative Agent may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lenderthe Administrative Agent. Borrower shall furnish Lender the Administrative Agent with (i) bills for the charges for which such deposits are required and (ii) a disbursement request in the form of Schedule 3.4 hereto executed by an officer of the Borrower's general partner at least thirty (30) days prior to the date on which the charges first become payable. Within ten (10) days after Administration Agent's receipt of the aforementioned bills and disbursement request, the Administrative Agent shall direct the Depository Bank to pay such charges in accordance with such disbursement request, provided that the Administrative Agent approves of the disbursement request within such ten (10) day period and the amount on deposit in the Tax and Insurance Escrow Account is sufficient to pay such charges, it being understood and agreed that the Depository Bank shall be responsible for the timing of the payment of such charges and that Borrower shall be solely responsible for any late charges, interest and penalties imposed as a result of any delinquency in such payments arising from any efforts on behalf of the Borrower to avoid making such payments significantly in advance of the due date therefor. If at any time the amount on deposit with Lenderin the Tax and Insurance Escrow Account, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender in the Tax and Insurance Escrow Account immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges.

Impounds. (a) In connection with a permitted assumption or transfer of the Loan pursuant to Subsection 7.1(c), and in order to assure compliance with Borrower’s obligations pursuant to Section 7.2, but not in lieu of such obligations, Borrower (or its permitted successor) shall deposit into a reserve with Lender, monthly on each Payment Date (commencing on the first day of each monthPayment Date following Lender’s written request), one-twelfth (l/12th1/12th) of the annual charges for ground or other rentTaxes (collectively, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments“Impounds”), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On or before Closing Date, Borrower Each deposit shall deposit with be in an amount reasonably determined by Lender a sum of money which together with the monthly installments that will be sufficient (when combined with other monthly installments) to make each full payment of such payments all Impounds thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such paymentsImpounds. Deposits shall be made on the basis of the Impounds which have been fixed for the then current year; provided, however, that prior to the date that such Impounds have been so fixed, deposits shall be made on the basis of Lender’s reasonable estimate from time to time of the charges amount of Impounds for the then current year (after giving effect to any recalculation or reassessment or, at Lender’s election, on the basis of the charges Impounds for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall not be construed as trust funds, may be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower Parties (including any permitted successor to Borrower Parties) hereby grants to Lender a security interest in all funds Impounds so deposited with Lender for the purpose of securing the LoanObligations. While Upon the occurrence of an Event of Default existsDefault, the funds all Impounds deposited with Lender may be applied in payment of the charges Impounds for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of LenderObligations, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower Borrower’s permitted successor shall furnish Lender with bills for the charges for which such deposits are required Impounds at least thirty (30) days prior to the date on which the charges such Impounds first become payable. If at any time Lender determines that the amount on deposit with Lender, together with amounts the monthly installments to be deposited by Borrower Borrower’s permitted successor before such charges the Impounds are payable, is are insufficient to pay such chargesthe Impounds, Borrower Borrower’s permitted successor shall deposit any deficiency with Lender immediately upon demandwithin the Demand Period. Provided no Event of Default has occurred, Lender shall pay such charges the Impounds when the amount on deposit with Lender is sufficient to pay such charges Impounds and Lender has received a ▇b▇▇▇ for such chargesImpounds. (b) Borrower Parties acknowledges that Lender may, at any time Impounds are not being collected by Lender pursuant to Section 3.4(a) and at the sole cost and expense of Borrower, engage the services of a tax service company to verify the status of taxes and assessments on the Portfolio. Lender shall be entitled to rely upon (regardless of whether or not Lender engages a tax service company) any certificate, advice or b▇▇▇ from any authority (or any official thereof) to which such payments are payable, and Lender shall have no duty to inquire as to the validity or accuracy of any such certificate, advice or b▇▇▇ or to make any protest in connection therewith. (c) Nothing contained in this Section 3.4 shall be deemed to affect any right, power, privilege or remedy of Lender under any provision of this Agreement, the Mortgage, any other Loan Document or any statute or rule of law, to pay any amount required to be paid pursuant to Section 7.2, to add the amount so paid to the Obligations and to require Borrower to reimburse Lender for such amount, together with interest thereon at the Default Rate from the expiration of the Demand Period until payment in full is received by Lender. In the event of any transfer of Borrower’s right, title and interest in or to all or any part of the Portfolio (without implying any consent of Lender to any such transfer except as expressly set forth in this Agreement), Lender shall be entitled to treat such transfer as also effecting an assignment to the transferee of all right, title and interest of Borrower Parties in and to any and all such deposits relating to the transferred portion of the Portfolio. After any assignment by Lender of its interest in the Loan, any such deposits on hand shall, in Lender’s discretion, be turned over to the assignee or returned to Borrower Parties, and all further responsibility of Lender with respect to such deposits shall terminate.

Impounds. Borrower In the event Lessee fails on two (2) occasions ------------- -------- during any consecutive twelve (12) month period to make rental payments within ten (10) days of Lessee's receipt of written notice of such delinquency, or shall deposit into on two (2) occasions issue a reserve with Lendercheck which is declined by Lessee's bank for insufficient funds, monthly on Lessor may require, by delivery of Notice thereof to Lessee, that Lessee pay all rent, real property taxes, and insurance expenses quarterly in advance for the first day of each month, one-twelfth (l/12th) balance of the annual charges for ground Lease term, and that all such payments be made by cash, cashier's check or money order in lieu of Lessee's check. Acceptance of payment by check shall not be construed as a waiver of any such rights. The exercise of any rights under this paragraph shall not limit or otherwise affect Lessor's other rights and remedies under this Lease or by law. Such quarterly advance installment shall be payable on each January 1, April 1, July 1, and October 1 thereafter occurring during the Lease term in the amount of rent, if real property tax and insurance expenses as estimated by Lessor which are payable by Lessee under the terms of this Lease. Such fund shall be established to insure payment when due, before delinquency, of any (but only if or all such rent is due less often than monthly orrent, regardless real property taxes and insurance premiums. If the amounts paid to Lessor by Lessee under the provisions of payment frequency, if Borrower has failed this paragraph are insufficient to make one or more discharge the obligations of Lessee to pay such payments), real property taxes and insurance premiums and real estate taxesas the same become due, assessments and similar charges relating Lessee shall pay to each Project. On or before Closing DateLessor, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient within three (3) business days after Lessor's demand, such additional sums necessary to make each of pay such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year)obligations. All funds so deposited moneys paid to Lessor under this paragraph may be intermingled with other money of Lessor, shall be held by Lender, without not bear interest, and may be commingled with Lender’s general fundsshall not create any trust relationship between Lessor and Lessee or any fiduciary duties on the part of Lessor to Lessee. Borrower hereby grants In the event of a default in the obligations of Lessee to Lender a security interest in all perform under this Lease, then any balance remaining from funds so deposited with Lender for paid to Lessor under the purpose provisions of securing this paragraph may, at the Loan. While an Event option of Default existsLessor, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of any monetary default of Lessee in lieu of being applied to the Loan or any other charges affecting payment of rent, real property tax and insurance premiums. Any excess payment by Lessee above the security amount of Lender, as Lender may elect, but no expenses payable by Lessee under this Lease to which Lessor applies amounts in such application fund shall be deemed to have been made by operation credited against next due installments of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges real property taxes and Lender has received a ▇▇▇▇ for such chargesinsurance premiums.

Impounds. Borrower shall deposit into a reserve with Lender, monthly on Upon the first day occurrence and during the continuance of each month, one-twelfth (l/12th) of the annual charges for ground or other rent, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On or before Closing Datean Impound Trigger Event, Borrower shall deposit with Lender, monthly, (a) one-twelfth (1/12th) of the Taxes that Lender a sum of money which together with the monthly installments estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to make each of pay all such payments Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth (1/12th) of the date any delinquency or penalty becomes due Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with respect Lender sufficient funds to pay all such paymentsInsurance Premiums at least thirty (30) days prior to expiration (said amounts in (a) and (b) above hereinafter called the “Tax and Insurance Escrow Fund”). Deposits shall be made on the basis of Lender’s estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, Lender with interest in the manner set forth in Section 2.4(c) hereof and may be commingled with Lender’s general fundsfunds and Lender shall keep appropriate records of Borrower’s Interest earned on the Tax and Insurance Escrow Fund. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall shall, to the extent deposits are otherwise required by this Section 3.4, deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇b▇▇▇ for such charges.

Impounds. Borrower shall deposit into a reserve with -------- Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the "TAX AND INSURANCE ESCROW FUND"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While The funds shall be held in Lender's name in a money market interest bearing account and may be commingled with Lender's own funds at financial institutions selected by Lender in its sole discretion. Interest earned on the funds shall be added back into the funds; provided, however, that Lender shall not be obligated to obtain any specified rate of return and Lender shall not be liable for any loss of principal, for which Borrower shall bear the full risk. Subject to Section 3.2, while an Event of Default existsis continuing, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required (i) at least thirty (30) days prior to the date on which the charges first become payable or (ii) if the Governmental Authority which issues such bills does not issue bills at least thirty (30) days prior to the date on which the charges first become payable, then within three (3) Business Days following Borrower's receipt of such bills from the Governmental Authority. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demandwithin three (3) Business Days after Borrower receives written notice of such deficiency. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges.. ARTICLE 6

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, one-twelfth (l/12th1/12th) of the annual charges for ground or other rent, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments), insurance premiums and real estate taxes, assessments and similar charges relating to each Projectthe Projects. On At or before Closing Datethe initial advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All Unless Borrower and Lender hereafter enter into a "blocked account" or similar deposit agreement, all funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇bill ▇▇▇ for such charges. Pursuant to Section 8.2, Borrower unconditionally and irrevocably covenants and agrees to pay all real estate taxes, assessments, and similar charges on the Projects, prior to the delinquency thereof. Notwithstanding the foregoing, Borrower shall not be obligated to make deposits with Lender under this Section 3.4 if (a) the Projects are producing a Net Operating Income which is generating a Cash on Cash Return of at least 14.25% and a Debt Service Coverage of at least 1.75:1, (b) Borrower shall have provided Lender with evidence that all real estate taxes, assessments and similar charges relating to the Projects previously have been paid prior to the delinquency thereof, (c) there exists no Event of Default or Potential Default, and (d) both Borrower and ARC continue to be personally and corporately liable for payment of such taxes, assessments and charges.

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the “Tax and Insurance Escrow Fund”), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ for such charges.

Impounds. (a) At all times during any Impound Period and as a condition to any permitted assumption or transfer of the Loan pursuant to Section 8.3, in order to assure compliance with Borrower’s obligations pursuant to Section 9.1 of this Agreement, but not in lieu of such obligations, Borrower shall deposit into a reserve with Lender, monthly on each Payment Date (commencing on the first day Payment Date following Lender’s written notice of each monththe commencement of an Impound Period), one-twelfth (l/12th1/12th) of the annual charges for ground or other rentTaxes (collectively, if “Impounds”). Notwithstanding anything to the contrary set forth in the preceding sentence, each deposit (including, without limitation, any (but only if such rent is due less often than monthly or, regardless deposit made at the commencement of payment frequency, if Borrower has failed to make one or more of such payments), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On or before Closing Date, Borrower any Impound Period) shall deposit with be in an amount determined by Lender a sum of money which together with the monthly installments that will be sufficient (when combined with other monthly installments) to make each full payment of such payments all Impounds thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such paymentsImpounds. Deposits shall be made on the basis of Lender’s reasonable estimate from time to time of the charges amount of Impounds for the current year (after giving effect to any recalculation or reassessment or, at Lender’s election, on the basis of the charges Impounds for the prior year, with adjustments when the charges Impounds are fixed for the then current year). All funds so deposited shall not be construed as trust funds, may be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower hereby grants to Lender a security interest in all funds Impounds so deposited with Lender for the purpose of securing the LoanObligations. While Upon the occurrence of an Event of Default existsDefault, the funds all Impounds deposited with Lender may be applied in payment of the charges Impounds for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of LenderObligations, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required Impounds at least thirty (30) days prior to the date on which the charges such Impounds first become payable. If at any time Lender determines that the amount on deposit with Lender, together with amounts the monthly installments to be deposited by Borrower before such charges the Impounds are payable, is are insufficient to pay such chargesthe Impounds, Borrower shall deposit any deficiency with Lender immediately upon demandwithin the Demand Period. Provided no Event of Default has occurred, Lender shall pay such charges the Impounds when the amount on deposit with Lender is sufficient to pay such charges Impounds and Lender has received a ▇▇▇▇ for such chargesImpounds. (b) Borrower acknowledges that Lender may, at any time Impounds are not being collected by Lender pursuant to Section 4.1(a) and at Borrower’s sole cost and expense, engage the services of a tax service company to verify the status of taxes and assessments on the Property. Lender shall be entitled to rely upon (regardless of whether or not Lender engages a tax service company) any certificate, advice or ▇▇▇▇ from any authority (or any official thereof) to which such payments are payable, and Lender shall have no duty to inquire as to the validity or accuracy of any such certificate, advice or ▇▇▇▇ or to make any protest in connection therewith. (c) Nothing contained in this Section 4.1 shall be deemed to affect any right, power, privilege or remedy of Lender under any provision of this Agreement, the Mortgage, any other Loan Document or any statute or rule of law, to pay any amount required to be paid pursuant to Section 9.1, to add the amount so paid to the Obligations and to require Borrower to reimburse Lender for such amount, together with interest thereon at the Default Rate from the expiration of the Demand Period until payment in full is received by Lender. In the event of any transfer of Borrower’s right, title and interest in or to all or any part of the Property (without implying any consent of Lender to any such transfer except as expressly set forth in this Agreement), Lender shall be entitled to treat such transfer as also effecting an assignment to the transferee of all right, title and interest of Borrower in and to any and all such deposits relating to the transferred portion of the Property. After any assignment by Lender of its interest in the Loan, any such deposits on hand shall, in Lender’s discretion, be turned over to the assignee or returned to Borrower, and all further responsibility of Lender with respect to such deposits shall terminate.

Impounds. (a) If the Tenant under the NYC Leases fails to pay when due under the NYC Leases any amount of Taxes required to be paid by such Tenant under the NYC Leases, then following Lender’s written request (issued in Lender’s discretion) and in order to assure compliance with Borrower's obligations pursuant to Section 9.1, but not in lieu of such obligations, Borrower shall exercise the right under the NYC Leases, and take commercially reasonable and diligent efforts to enforce such right, to require the Tenant under the NYC Leases to deposit into a reserve with Lender, monthly on each Payment Date (commencing on the first day of each monthPayment Date following Lender’s written request), one-twelfth (l/12th1/12th) of the annual charges for ground or other rentTaxes (collectively, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments“Impounds”), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On or before Closing Date, Borrower Each deposit shall deposit with be in an amount determined by Lender a sum of money which together with the monthly installments that will be sufficient (when combined with other monthly installments) to make each full payment of such payments all Impounds thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such paymentsImpounds. Deposits shall be made on the basis of Lender’s 's reasonable estimate from time to time of the charges amount of Impounds for the current year (after giving effect to any recalculation or reassessment or, at Lender’s 's election, on the basis of the charges Impounds for the prior year, with adjustments when the charges Impounds are fixed for the then current year). All funds so deposited shall not be construed as trust funds, may be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds Impounds so deposited with Lender for the purpose of securing the LoanObligations. While Upon the occurrence of an Event of Default existsDefault, the funds all Impounds deposited with Lender may be applied in payment of the charges Impounds for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of LenderObligations, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required Impounds at least thirty (30) days prior to the date on which the charges such Impounds first become payable. If at any time Lender determines that the amount on deposit with Lender, together with amounts the monthly installments to be deposited by Borrower before such charges the Impounds are payable, is are insufficient to pay such chargesthe Impounds, Borrower shall deposit any deficiency with Lender immediately upon demandwithin the Demand Period. Provided no Event of Default has occurred, Lender shall pay such charges the Impounds when the amount on deposit with Lender is sufficient to pay such charges Impounds and Lender has received a ▇▇▇▇ for such chargesImpounds. (b) Borrower acknowledges that, if the NYC Leases are no longer in effect, Lender may, at any time Impounds are not being collected by Lender pursuant to Section 4.1(a) and at Borrower’s sole cost and expense, engage the services of a tax service company to verify the status of taxes and assessments on the Property. Lender shall be entitled to rely upon (regardless of whether or not Lender engages a tax service company) any certificate, advice or ▇▇▇▇ from any authority (or any official thereof) to which such payments are payable, and Lender shall have no duty to inquire as to the validity or accuracy of any such certificate, advice or ▇▇▇▇ or to make any protest in connection therewith. (c) Nothing contained in this Section 4.1 shall be deemed to affect any right, power, privilege or remedy of Lender under any provision of this Agreement, the Mortgage, any other Loan Document or any statute or rule of law, to pay any amount required to be paid pursuant to Section 9.1, to add the amount so paid to the Obligations and to require Borrower to reimburse Lender for such amount, together with interest thereon at the Default Rate from the expiration of the Demand Period until payment in full is received by Lender. In the event of any transfer of Borrower's right, title and interest in or to all or any part of the Property (without implying any consent of Lender to any such transfer except as expressly set forth in this Agreement), Lender shall be entitled to treat such transfer as also effecting an assignment to the transferee of all right, title and interest of Borrower in and to any and all such deposits relating to the transferred portion of the Property. After any assignment by Lender of its interest in the Loan, any such deposits on hand shall, in Lender's discretion, be turned over to the assignee or returned to Borrower, and all further responsibility of Lender with respect to such deposits shall terminate.

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth (1/12th) of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the "TAX AND INSURANCE ESCROW FUND"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interest, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇▇▇▇ bill for such charges.

Impounds. Borrower shall deposit into a reserve with Lender, monthly on the first day of each monthmonthly, (a) one-twelfth (l/12th1/12th) of the annual charges Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one-twelfth (1/12th) of the Insurance Premiums that Lender estimates will be payable for ground or other rent, if any the renewal of the coverage afforded by the insurance policies required by Lender upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed 30) days prior to make one or more of such paymentsexpiration (said amounts in (a) and (b) above hereinafter called the "TAX AND INSURANCE ESCROW FUND"), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On At or before Closing Datethe advance of the Loan, Borrower shall deposit with Lender a sum of money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Lender’s 's estimate from time to time of the charges for the current year (after giving effect to any reassessment or, at Lender’s 's election, on the basis of the charges for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall be held by Lender, without interestwith interest in the manner set forth in Section 2.4(c) hereof, and may be commingled with Lender’s 's general funds. Borrower hereby grants to Lender a security interest in all funds so deposited with Lender for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of Lender, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower shall furnish Lender with bills for the charges for which such deposits are required at least thirty (30) days prior to the date on which the charges first become payable. If at any time the amount on deposit with Lender, together with amounts to be deposited by Borrower before such charges are payable, is insufficient to pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the amount on deposit with Lender is sufficient to pay such charges and Lender has received a ▇bill ▇▇▇ for such charges.

Impounds. (a) In connection with a permitted assumption or transfer of the Loan pursuant to Subsection 7.1(c), and in order to assure compliance with Borrower’s obligations pursuant to Section 7.2, but not in lieu of such obligations, Borrower (or its permitted successor) shall deposit into a reserve with Lender, monthly on each Payment Date (commencing on the first day of each monthPayment Date following Lender’s written request), one-twelfth (l/12th1/12th) of the annual charges for ground or other rentTaxes (collectively, if any (but only if such rent is due less often than monthly or, regardless of payment frequency, if Borrower has failed to make one or more of such payments“Impounds”), insurance premiums and real estate taxes, assessments and similar charges relating to each Project. On or before Closing Date, Borrower Each deposit shall deposit with be in an amount reasonably determined by Lender a sum of money which together with the monthly installments that will be sufficient (when combined with other monthly installments) to make each full payment of such payments all Impounds thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such paymentsImpounds. Deposits shall be made on the basis of the Impounds which have been fixed for the then current year; provided, however, that prior to the date that such Impounds have been so fixed, deposits shall be made on the basis of Lender’s reasonable estimate from time to time of the charges amount of Impounds for the then current year (after giving effect to any recalculation or reassessment or, at Lender’s election, on the basis of the charges Impounds for the prior year, with adjustments when the charges are fixed for the then current year). All funds so deposited shall not be construed as trust funds, may be held by Lender, without interest, and may be commingled with Lender’s general funds. Borrower Parties (including any permitted successor to Borrower Parties) hereby grants to Lender a security interest in all funds Impounds so deposited with Lender for the purpose of securing the LoanObligations. While Upon the occurrence of an Event of Default existsDefault, the funds all Impounds deposited with Lender may be applied in payment of the charges Impounds for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of LenderObligations, as Lender may elect, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender. Borrower Borrower’s permitted successor shall furnish Lender with bills for the charges for which such deposits are required Impounds at least thirty (30) days prior to the date on which the charges such Impounds first become payable. If at any time Lender determines that the amount on deposit with Lender, together with amounts the monthly installments to be deposited by Borrower Borrower’s permitted successor before such charges the Impounds are payable, is are insufficient to pay such chargesthe Impounds, Borrower Borrower’s permitted successor shall deposit any deficiency with Lender immediately upon demandwithin the Demand Period. Provided no Event of Default has occurred, Lender shall pay such charges the Impounds when the amount on deposit with Lender is sufficient to pay such charges Impounds and Lender has received a ▇▇▇▇ for such chargesImpounds. (b) Borrower Parties acknowledges that Lender may, at any time Impounds are not being collected by Lender pursuant to Section 3.4(a) and at the sole cost and expense of Borrower, engage the services of a tax service company to verify the status of taxes and assessments on the Portfolio. Lender shall be entitled to rely upon (regardless of whether or not Lender engages a tax service company) any certificate, advice or ▇▇▇▇ from any authority (or any official thereof) to which such payments are payable, and Lender shall have no duty to inquire as to the validity or accuracy of any such certificate, advice or ▇▇▇▇ or to make any protest in connection therewith. (c) Nothing contained in this Section 3.4 shall be deemed to affect any right, power, privilege or remedy of Lender under any provision of this Agreement, the Mortgage, any other Loan Document or any statute or rule of law, to pay any amount required to be paid pursuant to Section 7.2, to add the amount so paid to the Obligations and to require Borrower to reimburse Lender for such amount, together with interest thereon at the Default Rate from the expiration of the Demand Period until payment in full is received by Lender. In the event of any transfer of Borrower’s right, title and interest in or to all or any part of the Portfolio (without implying any consent of Lender to any such transfer except as expressly set forth in this Agreement), Lender shall be entitled to treat such transfer as also effecting an assignment to the transferee of all right, title and interest of Borrower Parties in and to any and all such deposits relating to the transferred portion of the Portfolio. After any assignment by Lender of its interest in the Loan, any such deposits on hand shall, in Lender’s discretion, be turned over to the assignee or returned to Borrower Parties, and all further responsibility of Lender with respect to such deposits shall terminate.