IN MAKING ANY
PAYMENT RELATING TO THE TAX RESERVE ACCOUNT, LENDER MAY DO SO ACCORDING TO ANY
BILL, STATEMENT OR ESTIMATE PROCURED FROM THE APPROPRIATE PUBLIC OFFICE, WITHOUT
INQUIRY INTO THE ACCURACY OF SUCH BILL, STATEMENT OR ESTIMATE OR INTO THE
VALIDITY OF ANY TAX, ASSESSMENT, SALE, FORFEITURE, TAX LIEN OR TITLE OR CLAIM
THEREOF.
IF THE AMOUNT OF FUNDS IN THE TAX RESERVE ACCOUNT SHALL EXCEED THE
AMOUNTS DUE FOR IMPOSITIONS AND OTHER CHARGES PURSUANT TO ARTICLE V
AND ARTICLE
VII, LENDER SHALL CREDIT SUCH EXCESS AGAINST FUTURE PAYMENTS TO BE MADE TO THE
TAX RESERVE ACCOUNT.
IF AT ANY TIME LENDER REASONABLY DETERMINES THAT THE TAX
RESERVE AMOUNT IS NOT OR WILL NOT BE SUFFICIENT TO PAY IMPOSITIONS AND OTHER
CHARGES BY THE DATES SET FORTH ABOVE, LENDER SHALL NOTIFY BORROWER OF SUCH
DETERMINATION AND BORROWER SHALL INCREASE ITS MONTHLY PAYMENTS TO LENDER BY THE
AMOUNT THAT LENDER REASONABLY ESTIMATES IS SUFFICIENT TO MAKE UP THE DEFICIENCY
AT LEAST TEN (10) DAYS PRIOR TO THE IMPOSITION OF ANY INTEREST, CHARGES OR
EXPENSES FOR THE NON‐PAYMENT OF THE IMPOSITIONS AND OTHER CHARGES.
UPON PAYMENT
OF THE IMPOSITIONS AND OTHER CHARGES, LENDER SHALL REASSESS THE AMOUNT NECESSARY
TO BE DEPOSITED IN THE TAX RESERVE ACCOUNT FOR THE SUCCEEDING PERIOD, WHICH
CALCULATION SHALL TAKE INTO ACCOUNT ANY EXCESS AMOUNTS REMAINING IN THE TAX
RESERVE ACCOUNT.
12.1.2
NOTWITHSTANDING THE FOREGOING, SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BORROWER SHALL NOT BE REQUIRED TO MAKE DEPOSITS OF
THE MONTHLY TAX RESERVE AMOUNT.
AT SUCH TIME, IF ANY, AS AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING BORROWER SHALL, SUBJECT TO THE TERMS AND
PROVISIONS OF SECTIONS 12.1.3 AND 12.8
HEREOF, THEREAFTER COMMENCE MAKING
DEPOSITS OF THE MONTHLY TAX RESERVE AMOUNT, TO THE EXTENT NOT OTHERWISE
TRANSFERRED FROM THE DEPOSIT ACCOUNT PURSUANT TO SECTION 3.1.16 HEREOF AND THE
CASH MANAGEMENT AGREEMENT.
FURTHERMORE, UPON THE OCCURRENCE
AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, SUBJECT TO THE PROVISIONS OF
SECTIONS 12.1.3 AND 12.8
BORROWER SHALL DEPOSIT INTO THE TAX RESERVE ACCOUNT
WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF NOTICE FROM LENDER AN AMOUNT
REASONABLY DETERMINED BY LENDER TO BE EQUAL TO ALL AMOUNTS WHICH WOULD HAVE BEEN
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ON DEPOSIT IN THE TAX RESERVE ACCOUNT AS OF THE OCCURRENCE OF SUCH EVENT OF
DEFAULT ASSUMING THAT BORROWER SHALL HAVE MADE ALL DEPOSITS REQUIRED TO BE MADE
PURSUANT TO SECTION 12.1.1 SINCE THE CLOSING DATE HAD THE WAIVER OF DEPOSITS
PROVIDED FOR ABOVE IN THIS SECTION 12.1.2 NOT BEEN IN EFFECT, GIVING DUE
CONSIDERATION TO ALL AMOUNTS THAT WOULD HAVE BEEN PAYABLE BY A DISBURSEMENT FROM
SUCH TAX RESERVE ACCOUNT SINCE THE CLOSING DATE.
12.1.3
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN LIEU OF
MAKING MONTHLY DEPOSITS TO THE TAX RESERVE ACCOUNT FOLLOWING THE OCCURRENCE AND
DURING THE CONTINUATION OF AN EVENT OF DEFAULT, BORROWER SHALL BE PERMITTED TO
DELIVER TO LENDER (A) CASH IN AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF THE
MONTHLY