Common use of Tax and Insurance Fund Clause in Contracts

Tax and Insurance Fund. Mortgagor shall pay to Mortgagee on the first day of each calendar month such amounts as Mortgagee from time to time estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other Charges, at least thirty (30) days prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "Tax and Insurance Fund"). (1) Notwithstanding the foregoing clause (i) of this subsection (a), provided (X) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, (Y) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Z) Mortgagor pays such Taxes and Other Charges prior to the date they are due and prior to the assessment of any penalties or interest and provides, upon request, evidence of such timely payment to Mortgagee, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. (2) Notwithstanding the foregoing clause (ii) of this subsection (a), provided (X) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, and (Z) Mortgagor complies in full with all obligations in the Loan Documents regarding insurance, including without limitation providing Mortgagee with timely evidence (i) that the required insurance is in place for the Mortgaged Property and is never delinquent or suspended, and (ii) that all insurance premiums are paid when due, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (ii) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (ii) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. Loan No. 6518217

Tax and Insurance Fund. Mortgagor shall pay to Mortgagee on the first day of each calendar month such amounts as Mortgagee from time to time estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other Charges, at least thirty (30) days prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "Tax and Insurance Fund"). (1) Notwithstanding the foregoing clause (i) of this subsection (a), provided (X) Inland Southeast New BritainWestern Spartanburg, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, (Y) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Z) Mortgagor pays such Taxes and Other Charges prior to the date they are due and prior to the assessment of any penalties or interest and provides, upon request, evidence of such timely payment to Mortgagee, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Loan No. 6518291 Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. (2) Notwithstanding the foregoing clause (ii) of this subsection (a), provided (X) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New BritainWestern Spartanburg, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, and (Z) Mortgagor complies in full with all obligations in the Loan Documents regarding insurance, including without limitation providing Mortgagee with timely evidence (i) that the required insurance is in place for the Mortgaged Property and is never delinquent or suspended, and (ii) that all insurance premiums are paid when due, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (ii) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (ii) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. Loan No. 6518217.

Tax and Insurance Fund. Mortgagor shall pay to Mortgagee on the first day of each calendar month such amounts as Mortgagee from time to time estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other Charges, at least thirty (30) days prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "Tax and Insurance Fund"). (1) . Notwithstanding the foregoing clause (i) provisions of this subsection clause (a), provided Mortgagor shall not be required to create and maintain a reserve fund from which to pay real estate taxes, assessments and other charges as long as all of the following conditions remain satisfied: (Xi) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(hno Event of Default shall have occurred and remain uncured; (ii) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the Mortgagor named herein shall remain the owner of the Mortgaged Property, ; (Y) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Ziii) Mortgagor pays such Taxes taxes and Other Charges other charges at least ten (10) days prior to the date they are due and prior to the assessment of any penalties or interest and provides, upon request, provides evidence of such timely payment to Mortgagee, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost Lender; and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. (2) Notwithstanding the foregoing clause (ii) provisions of this subsection clause (a), provided Mortgagor shall not be required to create and maintain a reserve fund from which to pay hazard insurance premiums as long as all of the following conditions remain satisfied: (Xi) no Event of Default has shall have occurred and is continuing under this Mortgage or any of remain uncured; (ii) the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains Mortgagor named herein shall remain the owner of the Mortgaged Property, and ; (Ziii) Mortgagor complies in full with all of its obligations in hereunder and under the other Loan Documents regarding insurance, including without limitation limitation, providing Mortgagee with timely evidence (i1) that the required insurance is in place and in full force and effect for the Mortgaged Property and is never delinquent or suspendedsuspended nor are payments for insurance premiums ever delinquent, and (ii2) that all insurance premiums are paid when due, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (ii) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (ii) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. Loan No. 6518217full; and

Tax and Insurance Fund. Mortgagor shall pay to Mortgagee on the first day of each calendar month such amounts as Mortgagee from time to time estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other Charges, at least thirty (30) days prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "“Tax and Insurance Fund"”). (1) Notwithstanding the foregoing clause (i) of this subsection (a), provided (X) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below FSP 000 Xxxx Xxxxxx Xxxxx LLC is and remains the owner of the Mortgaged Property, (Y) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, and (Z) Mortgagor pays such Taxes and Other Charges at least thirty (30) days prior to the date they are due and prior to the assessment of any penalties or interest and provides, upon request, provides evidence of such timely payment to Mortgagee, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees agrees, at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. (2) Notwithstanding the foregoing clause (ii) of this subsection (a), provided (X) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below FSP 000 Xxxx Xxxxxx Xxxxx LLC is and remains the owner of the Mortgaged Property, and (Z) Mortgagor complies in full with all obligations in the Loan Documents regarding insurance, including without limitation providing Mortgagee with timely evidence (i) that the required insurance is in place for the Mortgaged Property and is never delinquent or suspended, and (ii) that all insurance premiums are paid in full when due, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (ii) of this subsection (a). In the event Mortgagor is hereafter required to make the monthly deposits referred to in clause (ii) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentencesentence related thereto, Mortgagor agrees agrees, at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such monthly deposits in the future. Loan No. 6518217.

Tax and Insurance Fund. Mortgagor Trustor shall pay to Mortgagee Beneficiary on the first day of each calendar month such amounts as Mortgagee Beneficiary from time to time estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other METRO SQUARE SHOPPING CENTER LOAN NO. 6518303 Charges, at least thirty (30) days prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee Beneficiary to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "Tax and Insurance FundTAX AND INSURANCE FUND"). (1) Notwithstanding the foregoing clause (i) of this subsection (a), provided (X) Inland Southeast New BritainWestern Severn, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee Beneficiary pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Trust Property, (Y) no Event of Default has occurred and is continuing under this Mortgage Deed of Trust or any of the Loan Documents beyond any applicable notice or cure period, (Z) Mortgagor Trustor pays such Taxes and Other Charges prior to the date they are due and prior to the assessment of any penalties or interest and provides, upon request, evidence of such timely payment to MortgageeBeneficiary, then Mortgagee Beneficiary will not require Mortgagor Trustor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor Trustor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagortrustor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor Trustor agrees at MortgagorTrustor's sole cost and expense, upon request thereafter of MortgageeBeneficairy, to promptly execute and deliver to Mortgagee Beneficiary a written agreement for the making of such deposits in the future. (2) Notwithstanding the foregoing clause (ii) of this subsection (a), provided (X) no Event of Default has occurred and is continuing under this Mortgage Deed of Trust or any of the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New BritainWestern Severn, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee Beneficiary pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Trust Property, and (Z) Mortgagor Trustor complies in full with all obligations in the Loan Documents regarding insurance, including without limitation providing Mortgagee Beneficiary with timely evidence (i) that the required insurance is in place for the Mortgaged Trust Property and is never delinquent or suspended, and (ii) that all insurance premiums are paid when due, then Mortgagee Beneficiary will not require Mortgagor Trustor to make the deposits referred to in clause (ii) of this subsection (a). In the event Mortgagor Trustor is hereafter required to make the deposits referred to in clause (ii) of this subsection (a) on account of Mortgagortrustor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor Trustor agrees at MortgagorTrustor's sole cost and expense, upon request thereafter of MortgageeBeneficiary, to promptly execute and deliver to Mortgagee Beneficiary a written agreement for the making of such deposits in the future. Loan No. 6518217.

Tax and Insurance Fund. Mortgagor Borrower shall pay to Mortgagee Lender on the first day of each calendar month such amounts as Mortgagee Lender from time to time estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other Charges, at least thirty (30) days Charges prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee Lender to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "“Tax and Insurance Fund"”). (1) . Notwithstanding the foregoing clause (i) provisions of this subsection clause (a), provided Borrower shall not be required to create and maintain a reserve fund from which to pay hazard insurance premiums as long as all of the following conditions remain satisfied: (Xi) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(hno Event of Default shall have occurred and remain uncured; (ii) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the original Borrower named herein shall remain the owner of the Mortgaged Property; (iii) Borrower complies with all of its obligations hereunder and under the other Loan Documents regarding insurance, including without limitation, providing Lender with timely evidence (Y1) that the required insurance is in place and in full force and effect for the Mortgaged Property and is never suspended nor are payments for insurance premiums ever delinquent, and (2) that all insurance premiums are paid in full; In addition, notwithstanding the foregoing provisions of this clause (a), Borrower shall not be required to create and maintain a reserve fund from which to pay real estate taxes, assessments and other charges as long as all of the following conditions remain satisfied: (i) no Event of Default has shall have occurred and is continuing under this Mortgage or any remain uncured; (ii) the original Borrower named herein shall remain the owner of the Loan Documents beyond any applicable notice or cure period, Mortgaged Property; and (Ziii) Mortgagor Borrower pays such Taxes taxes and Other Charges other charges at least thirty (30) days prior to the date they are due and prior to the assessment of any penalties or interest and provides, upon request, provides Lender with evidence of such timely payment to Mortgagee, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the futurepayment. (2) Notwithstanding the foregoing clause (ii) of this subsection (a), provided (X) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, and (Z) Mortgagor complies in full with all obligations in the Loan Documents regarding insurance, including without limitation providing Mortgagee with timely evidence (i) that the required insurance is in place for the Mortgaged Property and is never delinquent or suspended, and (ii) that all insurance premiums are paid when due, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (ii) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (ii) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. Loan No. 6518217

Tax and Insurance Fund. Mortgagor shall pay to Mortgagee on the first day of each calendar month such amounts as Mortgagee from time to time estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other Charges, at least thirty (30) days prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "Tax and Insurance Fund"). (1) Notwithstanding the foregoing clause (i) of this subsection (a), provided (X) Inland Southeast New BritainWestern Lansing Eastwood, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, (Y) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Z) Mortgagor pays such Taxes and Other Charges prior to the date they are due and prior to the assessment of any penalties or interest and provides, upon request, evidence of such timely payment to Mortgagee, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. (2) Notwithstanding the foregoing clause (ii) of this subsection (a), provided (X) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New BritainWestern Lansing Eastwood, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, and (Z) Mortgagor complies in full with all obligations in the Loan Documents regarding insurance, including without limitation providing Mortgagee with timely Loan No. 6518370 evidence (i) that the required insurance is in place for the Mortgaged Property and is never delinquent or suspended, and (ii) that all insurance premiums are paid when due, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (ii) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (ii) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future. Loan No. 6518217.

Tax and Insurance Fund. Mortgagor shall pay to Mortgagee on the first day of each calendar month such amounts as Mortgagee from time to time reasonably estimates to be sufficient to create and maintain a reserve fund from which (i) to pay the Taxes and Other Charges, at least thirty (30) days prior to the date they are due without the payment of any penalties or interest, and (ii) to pay, at least thirty (30) days prior to their due date for the renewal of the coverage afforded by the Policies upon the expiration thereof, the insurance premiums for the Policies estimated by Mortgagee to be payable on such due date, (said amounts in (i) and (ii) above hereafter called the "Tax and Insurance Fund"). (1) . Notwithstanding the foregoing clause (i) provisions of this subsection clause (a), provided Mortgagor shall not be required to create and maintain a reserve fund from which to pay hazard insurance premiums as long as all of the following conditions remain satisfied: (Xi) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(hno Event of Default shall have occurred and remain uncured; (ii) belowthe Mortgagor named herein, or a Transferee approved by Mortgagee pursuant wholly-owned direct or indirect subsidiary of The Dress Barn, Inc. (The Dress Barn, Inc. is herein referred to Paragraph 9(f) below as, "Dress Barn" or "Tenant"), is and remains shall remain the owner of the Mortgaged Property; (iii) Dress Barn shall maintain a minimum net worth of at least $200,000,000, which net worth shall be reduced by any future stock repurchases by Dress Barn; (Yiv) no Event of Default has occurred and is continuing under this Mortgage or any the lease of the Loan Documents Mortgaged Property from Mortgagor to Tenant as approved by Mortgagee (the "Dress Barn Lease") (i) continues in full force and effect and (ii) Tenant is not in default beyond any applicable notice or cure period, (Z) Mortgagor pays such Taxes and Other Charges prior to grace period under the date they are due and prior to the assessment of any penalties or interest and provides, upon request, evidence of such timely payment to Mortgagee, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (i) of this subsection (a). In the event Mortgagor is hereafter required to make the deposits referred to in clause (i) of this subsection (a) on account of Mortgagor's failure to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly execute and deliver to Mortgagee a written agreement for the making of such deposits in the future.Dress Barn Lease; and (2) Notwithstanding the foregoing clause (ii) of this subsection (a), provided (X) no Event of Default has occurred and is continuing under this Mortgage or any of the Loan Documents beyond any applicable notice or cure period, (Y) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the Mortgaged Property, and (Zv) Mortgagor complies in full with all of its obligations in hereunder and under the other Loan Documents regarding insurance, including without limitation limitation, providing Mortgagee with timely evidence (i1) that the required insurance is in place and in full force and effect for the Mortgaged Property and is never delinquent or suspendedsuspended nor are payments for insurance premiums ever delinquent, and (ii2) that all insurance premiums are paid when due, then Mortgagee will not require Mortgagor to make the deposits referred to in clause (ii) of this subsection (a)full. In the event a reserve fund for such insurance premiums shall be required hereunder, Mortgagor is hereafter required shall have the option of substituting the requirement to make monthly cash installment payments of such premiums into the Tax and Insurance Fund with delivery to Mortgagee of a letter of credit payable to Mortgagee in such amount as Mortgagee estimates to be the annual cost of insurance. Such letter of credit shall be in form and substance satisfactory to Mortgagee and from a bank satisfactory to Mortgagee. Mortgagor shall also have the option of substituting the requirement to make monthly cash installment payments for Taxes and Other Charges into the Tax and Insurance Fund with delivery to Mortgagee of a letter of credit in an amount equal to the annual real estate taxes. Such letter of credit shall be in form and substance satisfactory to Mortgagee and from a bank satisfactory to Mortgagee. In the event that Mortgagor elects the option of monthly deposits referred to a reserve fund, Mortgagee shall hold such funds in clause (ii) of this subsection (a) on an interest-bearing account of Mortgagor's failure established in a bank, which account and bank shall be acceptable to satisfy all of the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to promptly and the costs of setting up such account shall be borne by Mortgagor. Mortgagor shall execute Mortgagee's Tax and deliver to Mortgagee a written agreement for the making of Insurance Escrow Agreement which shall govern such deposits in the future. Loan No. 6518217tax deposit account.