Common use of Tax and Insurance Reserve Clause in Contracts

Tax and Insurance Reserve. (i) On each Monthly Payment Date, Borrowers shall pay to Agent a sum equal to one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Agent to be payable, during the ensuing twelve (12) months to be held as a tax reserve to fund payment of future Taxes (the “Tax Reserve”). If requested by Agent (not earlier than two months prior to the date on which the next installment of Taxes becomes due), Borrowers shall also deposit, within five (5) Business Days of such request, into the Tax Reserve an amount which, together with the aggregate of deposits to be made on each Monthly Payment Date pursuant to the first sentence of this subsection (i), shall be sufficient, as of one month prior to the date on which the next installment of Taxes becomes due, to pay in full such installment of Taxes, as reasonably estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Taxes, provided that Borrowers have promptly supplied Agent with timely notice of all Taxes due. (ii) On each Monthly Payment Date, Borrowers shall pay to Agent a sum equal to one-twelfth of the most recent annual insurance premiums to be held as an insurance reserve to pay for all liability and property insurance required to be to be held and maintained (the “Insurance Premiums”) by Borrowers pursuant to this Agreement (the “Insurance Reserve”, and together with the Tax Reserve, collectively referred to herein as the “Tax and Insurance Reserve”). If requested by Agent (not earlier than two months prior to the date on which the next installment of the next annual Insurance Premium becomes due), Borrowers shall also deposit, within five (5) Business Days of such request, into the Tax and Insurance Reserve an amount which, together with the aggregate of the monthly deposits to be made pursuant to the preceding sentence, shall be sufficient, as of one month prior to the date on which the next installment of the next annual Insurance Premium becomes due, to pay in full such insurance premium, as estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Insurance Premiums, provided that Borrowers have promptly supplied Agent with timely notices of all Insurance Premiums due. (iii) In making any payment relating to Taxes or Insurance Premiums, Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office, with respect to Taxes, and insurer or agent, with respect to Insurance Premiums, without inquiry into the accuracy of such xxxx, statement or estimate, in any case, or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim, as it relates to Taxes. If the total amount retained in the Tax and Insurance Reserve attributable to (i) the Tax Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(i) above, and (ii) the Insurance Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(ii) above, in each case, such excess may be credited by Agent on subsequent payments to be made by Borrowers under Sections 3.2(c)(i) and (ii), as applicable, or at the option of Agent, refunded to Borrowers; but if the funds in the Tax Reserve or the Insurance Reserve shall not be sufficient to pay the sums required by Section 3.2(c)(i) and (ii), respectively, at least thirty (30) days before the same are due and payable, Borrowers shall, within five (5) Business Days after receipt of written demand therefor from Agent, deposit with Agent the full amount of any such deficiency. Upon repayment in full of the Indebtedness and the satisfaction of all Obligations, any remaining funds held in the Tax and Insurance Reserve shall be released to Borrowers.

Tax and Insurance Reserve. (ia) On each Monthly Payment DateConcurrently with the execution of this Agreement, Borrowers Borrower shall pay to Agent establish at the Reserve Bank a sum equal to one-twelfth reserve account with a deposit of an amount which would be sufficient to pay $1,026,660.00 from the Taxes payable, or reasonably estimated by Agent Initial Tranche to be payable, during the ensuing twelve governed by this Section 8.2 (12) months to be held as a tax reserve to fund payment of future Taxes (the “Tax Reserve”). If requested by Agent (not earlier than two months prior to the date on which the next installment of Taxes becomes due), Borrowers shall also deposit, within five (5) Business Days of such request, into the Tax Reserve an amount which, together with the aggregate of deposits to be made on each Monthly Payment Date pursuant to the first sentence of this subsection (i), shall be sufficient, as of one month prior to the date on which the next installment of Taxes becomes due, to pay in full such installment of Taxes, as reasonably estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Taxes, provided that Borrowers have promptly supplied Agent with timely notice of all Taxes due. (ii) On each Monthly Payment Date, Borrowers shall pay to Agent a sum equal to one-twelfth of the most recent annual insurance premiums to be held as an insurance reserve to pay for all liability and property insurance required to be to be held and maintained (the “Insurance Premiums”) by Borrowers pursuant to this Agreement (the “Insurance Reserve”, and together with the Tax Reserve, collectively referred to herein as the “Tax and Insurance Reserve”). If requested by Agent . (not earlier than two months prior b) In the event that Lender determines that the Tax and Insurance Reserve is insufficient to pay for all taxes and insurance premiums as and when the date on which same shall be due and owing through the next installment of Maturity Date (as the next annual Insurance Premium becomes duesame may be extended under the Note), Borrowers then upon demand by Lender, Borrower shall also deposit, within five (5) Business Days of such request, deposit into the Tax and Insurance Reserve an the amount which, together with the aggregate of the monthly deposits reasonably determined by Lender to be made pursuant to the preceding sentence, shall be sufficient, as of one month prior to the date on which the next installment of the next annual Insurance Premium becomes due, to pay in full cure such insurance premium, as estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Insurance Premiums, provided that Borrowers have promptly supplied Agent with timely notices of all Insurance Premiums duedeficiency. (iiic) In making The Tax and Insurance Reserve shall meet the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any payment relating to Taxes losses resulting from investment of the Tax and Insurance Reserve or Insurance Premiums, Agent may do so according to for obtaining any xxxx, statement specific level or estimate procured from percentage of earnings on such investment. All interest and other proceeds paid on the appropriate public office, with respect to Taxes, and insurer or agent, with respect to Insurance Premiums, without inquiry into the accuracy of such xxxx, statement or estimate, in any case, or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim, as it relates to Taxes. If the total amount retained funds deposited in the Tax and Insurance Reserve attributable shall accrue to (i) the Tax Reserve exceeds the amount benefit of payments actually applied by Agent as set forth in Section 3.2(c)(i) above, Borrower under Borrower’s tax identification number and (ii) the Insurance Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(ii) above, in each case, such excess may be credited by Agent on subsequent payments to be made by Borrowers under Sections 3.2(c)(i) and (ii), as applicable, or at the option of Agent, refunded to Borrowers; but if the funds shall remain in the Tax Reserve or the and Insurance Reserve shall not be sufficient to pay as collateral for Borrower’s obligations under the sums required by Section 3.2(c)(iLoan Documents. (d) Borrower, promptly after receipt and in each event no later than fifteen (ii), respectively, at least thirty (3015) days before the same are due and payable, Borrowers shall deliver to Lender a copy of all tax bills and assessment notices and invoices regarding insurance premiums for insurance required under the Loan Documents, and Lender shall, within five ten (510) Business Days after of receipt of written demand therefor such notice, authorize a disbursement from Agentthe Tax and Insurance Reserve to pay such amounts, deposit with Agent but only to the full amount extent of any such deficiency. Upon repayment in full of the Indebtedness and the satisfaction of all Obligations, any remaining funds held in the Tax and Insurance Reserve. Notwithstanding the foregoing, in no event shall Lender be obligated to authorize the disbursement of funds from the Tax and Insurance Reserve if an Event of Default exists under this Agreement (including, without limitation, Borrower’s failure to pay in full any fees, costs and expenses then due and payable under this Agreement) or under any of the other Loan Documents, or if an act, event or condition shall have occurred and then be released existing that with notice and/or the lapse of time would constitute an Event of Default hereunder or under any of the other Loan Documents. From and after the date that Borrower fails to Borrowerspay any property tax liability or required insurance premium, Lender may, in Lender’s sole and absolute discretion, but without any obligation, pay, in whole or in part, such unpaid real property taxes and assessments and/or insurance premiums using the funds in the Tax and Insurance Reserve.

Tax and Insurance Reserve. (ia) On each Monthly Payment Date, Borrowers shall pay to Agent establish and maintain at all times until indefeasible payment in full of the Obligations a sum equal to one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated reserve funded by Agent to be payable, during the ensuing twelve (12) months to be Borrowers and held as a tax reserve to fund by Lender for payment of future Taxes (the “Tax Reserve”). If requested by Agent (not earlier than two months prior to the date on which the next installment of Taxes becomes due), Borrowers shall also deposit, within five (5) Business Days of such request, into the Tax Reserve an amount which, together with the aggregate of deposits to be made on each Monthly Payment Date pursuant to the first sentence of this subsection (i), shall be sufficient, as of one month prior to the date on which the next installment of Taxes becomes due, to pay in full such installment of Taxes, as reasonably estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Taxes, provided that Borrowers have promptly supplied Agent with timely notice of all Taxes due. (ii) On each Monthly Payment Date, Borrowers shall pay to Agent a sum equal to one-twelfth of the most recent annual real estate taxes and assessments and insurance premiums to be held as an insurance reserve to pay for all liability and property insurance required to be to be held and maintained on the Property (the “Insurance Premiums”) by Borrowers pursuant to this Agreement (the “Insurance Reserve”, and together with the Tax Reserve, collectively referred to herein as the “Tax and Insurance Reserve”). (b) As of the Closing Date, Borrowers have deposited with Lender $22,550 for purposes of real estate taxes and assessments, and $3,710 for purposes of insurance premiums to be held in the Tax and Insurance Reserve. If requested On each Payment Date, Borrowers shall deliver to Lender, in addition to the monthly payments due under this Loan Agreement, an amount determined by Agent Lender to be sufficient (not earlier than two months when added to the monthly deposits described in this Section 3.4) to pay the next due annual installment of real estate taxes and assessments on the Property at least one month prior to the delinquency date on which of such real estate taxes and assessments (if paid in one installment) and the next installment of due annual insurance premiums with respect to the next annual Insurance Premium becomes due), Borrowers shall also deposit, within five (5) Business Days Property at least one month prior to the due date of such requestinsurance premiums (the “Tax and Insurance Reserve Payment”); provided, into at all times, the amount on deposit in the Tax and Insurance Reserve an shall not be less than the amount which, together with the aggregate of the monthly deposits determined by Lender to be made pursuant to the preceding sentencesufficient. (c) Borrowers shall pay, shall be sufficient, as of one month on or prior to the date on which applicable due date, all real estate taxes and assessments and insurance premiums required to be paid by Borrowers under this Loan Agreement, and so long as no Event of Default has occurred, Lender shall reimburse Borrowers (to the next installment extent of available funds in the next annual Tax and Insurance Premium becomes dueReserve, subject to pay the proviso in full such insurance premium, as estimated by Agent. Agent shall apply such funds to, or (at Section 3.4(b)) for the sole option of Agent) release such funds to Borrowers for, payment of such Insurance Premiums, provided that real estate taxes and assessments and insurance premiums within 30 days after the receipt by Lender from Borrowers have promptly supplied Agent with timely notices of all Insurance Premiums duepaid receipts. (iiid) Lender, at any time upon notice to Borrowers, may elect (but shall have no obligation), but shall, at the request of Borrowers for so long as no Event of Default has occurred, pay real estate taxes and assessments and insurance premiums from the Tax and Insurance Reserve in accordance with this Section 3.4. If Lender makes such election, so long as no Event of Default has occurred, all sums in the Tax and Insurance Reserve will be held by Lender in the Tax and Insurance Reserve to pay such real estate taxes and assessments and insurance premiums in one installment before the sums become delinquent. If Lender makes such election, Borrowers shall be responsible for ensuring the receipt by Lender, at least 30 days prior to the respective due date for the payment thereof, of all bills, invoices and statements for all real estate taxes and assessments and insurance premiums to be paid from the Tax and Insurance Reserve, and so long as no Default has occurred and is continuing and no Event of Default has occurred, Lender shall pay the Governmental Authority or other party entitled thereto directly to the extent funds are available for such purpose in the Tax and Insurance Reserve. In making any payment relating from the Tax and Insurance Reserve, Lender will be entitled to Taxes or Insurance Premiums, Agent may do so according to rely on any xxxx, statement or estimate procured from the appropriate public office, with respect to Taxes, and insurer office or agent, with respect to Insurance Premiums, insurance company or agent without any inquiry into the accuracy of such xxxx, statement or estimate, in estimate and without any case, or inquiry into the validity accuracy, validity, enforceability or contestability of any tax, assessment, valuation, sale, forfeiture, tax lien or title or claimclaim thereof. If, as it relates to Taxes. If the total amount retained in at any time, Lender determines the Tax and Insurance Reserve attributable to (i) the Tax Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(i) above, and (ii) the Insurance Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(ii) above, in each case, such excess may be credited by Agent on subsequent payments to be made by Borrowers under Sections 3.2(c)(i) and (ii), as applicable, or at the option of Agent, refunded to Borrowers; but if the does not contain sufficient funds in the Tax Reserve or the Insurance Reserve shall not be sufficient to pay the sums required by Section 3.2(c)(i) real estate taxes and (ii), respectively, at least thirty (30) days before assessments and insurance premiums when the same are become due and payable, Borrowers shall, within five (5) Business Days 10 days after receipt of written demand therefor from Agentnotice thereof, deposit with Agent Lender the full amount of any such deficiency. Upon repayment in full of the Indebtedness and the satisfaction of all Obligations, any remaining funds held in the Tax and Insurance Reserve shall be released to Borrowers.

Tax and Insurance Reserve. (i) On each Monthly Payment Date, Borrowers Borrower shall pay to Agent a sum equal to one-twelfth of 100% of an amount which would be sufficient to pay the real estate Taxes payable, or reasonably estimated by Agent to be payable, during the ensuing twelve (12) months to be held as a tax reserve to fund payment of future real estate Taxes (the “Tax Reserve”). At Agent’s request, Borrower shall deposit such additional amount to the Tax Reserve as required by Agent on the Closing Date to ensure that the Tax Reserve will contain an adequate amount to pay all real property taxes that will become due and owing for 2015 in respect of the Property. If requested by Agent (not earlier than two months prior to the date on which the next installment of Taxes becomes due)Agent, Borrowers Borrower shall also deposit, within five (5) Business Days of such request, deposit into the Tax Reserve an amount which, together with the aggregate of deposits to be made on each Monthly Payment Date pursuant to the first sentence of this subsection (i)preceding sentence, shall be sufficient, as of one month prior to the date on which the next installment of real estate Taxes becomes due, to pay in full such installment of Taxes, as reasonably estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers Borrower or Property Manager for, payment of such Taxes, provided that Borrowers have Borrower has promptly supplied Agent with timely notice notices of all real estate Taxes due. In making any payment relating to real estate Taxes, Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the total amount retained in the Tax Reserve attributable to the Tax Reserve exceeds the amount of payments actually applied by Agent as set forth above, such excess may be credited by Agent on subsequent payments to be made by Borrower hereunder or, at the option of Agent, refunded to Borrower; but if the funds in the Tax Reserve attributable to the Tax Reserve shall not be sufficient to pay the sums required at least thirty (30) days before the same are due and payable, Borrower shall, within ten (10) Business Days after receipt of written demand therefor from Agent, deposit in the Tax Reserve the full amount of any such deficiency. (ii) On each Monthly Payment Date, Borrowers Borrower shall pay to Agent a sum equal to one-twelfth of the most recent annual insurance premiums to be held as an insurance reserve to pay for all liability and property insurance required to be to be held and maintained (the “Insurance Premiums”) by Borrowers Borrower pursuant to this Agreement (the “Insurance Reserve”, and together with the Tax Reserve, collectively referred to herein as the “Tax and Insurance Reserve”). At Agent’s request, Borrower shall deposit such additional amount to the Insurance Reserve as required by Agent on the Closing Date to ensure that the Insurance Reserve will contain an adequate amount to pay all Insurance Premiums that will become due and owing for 2015. If requested by Agent (not earlier than two months prior from time to the date on which the next installment of the next annual Insurance Premium becomes due)time, Borrowers Borrower shall also deposit, within five (5) Business Days of such request, deposit into the Tax and Insurance Reserve an amount which, together with the aggregate of the monthly deposits to be made pursuant to the preceding sentence, shall be sufficient, as of one month prior to the date on which the next installment of the next annual Insurance Premium Premiums becomes due, to pay in full such insurance premiumInsurance Premiums, as estimated by AgentAgent in good faith. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers Borrower or Property Manager for, payment of such Insurance Premiums, provided that Borrowers have Borrower has promptly supplied Agent with timely notices of all Insurance Premiums due. (iii) . In making any payment relating to Taxes or Insurance Premiums, Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office, with respect to Taxes, and insurer or agent, with respect to Insurance Premiums, without inquiry into provided that Agent reasonably believed the accuracy of such applicable xxxx, statement or estimate, in any case, or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim, as it relates estimate to Taxesbe accurate. If the total amount retained in the Tax and Insurance Reserve attributable to (i) the Tax Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(i) above, and (ii) the Insurance Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(ii) above, in each case, such excess may be credited by Agent on subsequent payments to be made by Borrowers under Sections 3.2(c)(i) and (ii)Borrower hereunder or, as applicable, or at the option of Agent, refunded to BorrowersBorrower; but if the funds in the Tax and Insurance Reserve or attributable to the Insurance Reserve shall not be sufficient to pay the sums required by Section 3.2(c)(i) and (ii), respectively, at least thirty (30) days before the same are due and payable, Borrowers Borrower shall, within five ten (510) Business Days after receipt of written demand therefor from Agent, deposit with Agent the full amount of any such deficiency. Upon repayment in full of the Indebtedness and the satisfaction of all Obligations, any remaining funds held in the Tax and Insurance Reserve shall be released to Borrowers.

Tax and Insurance Reserve. (ia) On each Monthly Payment the Original Closing Date, the Borrowers shall pay to deposited with the Administrative Agent a the sum equal to one-twelfth of an amount which would be sufficient to pay $1,175,000.00 for the Taxes payable, or reasonably estimated by Agent to be payable, during purpose of reserving funds for the ensuing twelve (12) months to be held as a tax reserve to fund payment of future insurance premiums and Taxes (the “Tax Reserve”). If requested by Agent (not earlier than two months prior with respect to the date on which the next installment of Taxes becomes due), Borrowers shall also deposit, within five Properties (5) Business Days of such request, into the Tax Reserve an amount which, together with the aggregate of deposits to be made on each Monthly Payment Date pursuant to the first sentence of this subsection (i), shall be sufficient, as of one month prior to the date on which the next installment of Taxes becomes due, to pay in full such installment of Taxes, as reasonably estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Taxes, provided that Borrowers have promptly supplied Agent with timely notice of all Taxes due. (ii) On each Monthly Payment Date, Borrowers shall pay to Agent a sum equal to one-twelfth of the most recent annual insurance premiums to be held as an insurance reserve to pay for all liability and property insurance required to be to be held and maintained (the “Insurance Premiums”) by Borrowers pursuant to this Agreement (the “Insurance Reserve”, and together with the Tax Reserve, collectively referred to herein as the “Tax and Insurance Reserve”). (b) Each Borrower shall deposit with the Administrative Agent (for further deposit into the Tax and Insurance Reserve) on a monthly basis: (i) one-twelfth (l/12th) of the annual charges for Taxes, assessments and similar charges relating to the Properties, or such other monthly amount determined by the Administrative Agent (which determination shall be conclusive in the absence of manifest error) to be necessary to provide sufficient funds for payment of such amounts as and when they shall next become due; and (ii) one-twelfth (1/12th) of the Insurance Premiums that the Administrative Agent estimates will be payable for the renewal of the coverage afforded by the insurance policies required hereunder upon the expiration thereof, or such other monthly amount determined by the Administrative Agent (which determination shall be conclusive in the absence of manifest error) to be necessary to provide sufficient funds for payment of such amounts as and when they shall next become due. (c) Not less than two times per year, the Administrative Agent shall review the annual charges for Taxes, assessments and similar charges relating to the Properties and re-determine the monthly amount it deems necessary to receive from the Borrowers in order to provide sufficient funds for payment of such Taxes as and when they shall next become due (such process, a “Tax Escrow Rebalancing”). In addition to each semi-annual Tax Escrow Rebalancing, in the event that Individual Properties with aggregate annual Tax charges in excess of $300,000 have been Released since the most recent Tax Escrow Rebalancing, the Borrowers shall have the right to require the Administrative Agent to conduct another Tax Escrow Rebalancing. If requested the Administrative Agent determines as a result of any Tax Escrow Rebalancing that the required monthly Tax escrow amount for the Borrowers shall have changed, the Administrative Agent shall notify the Borrowers thereof and each monthly Tax escrow payment thereafter shall reflect the new monthly amount so determined by the Administrative Agent. Under no circumstances shall the Administrative Agent be required to refund monies from the Tax and Insurance Escrow to Borrower as a result of any Tax Escrow Rebalancing. (not earlier than two months prior d) Due to the date on seasonal nature of the Borrowers’ business, the Borrowers may elect in their sole discretion in any month to pay to the Administrative Agent an amount greater than that required to be deposited in the Tax and Insurance Reserve as set forth above. To the extent that the Borrowers have made such excess payments to the Administrative Agent and the Tax and Insurance Reserve is, in the Administrative Agent’s reasonable calculation, over-funded, the Borrowers may elect in any subsequent month to reduce the monthly Tax and Insurance Reserve payment to the Administrative Agent by an amount equal to the amount by which the next installment Administrative Agent has determined that the Tax and Insurance Reserve is over-funded (which determination shall be conclusive in the absence of manifest error). (e) At its election, the Administrative Agent may establish separate reserve accounts for taxes and insurance premiums, so long as any amounts deposited in or disbursed from the separate tax reserve account are allocable to tax expenses and any amounts deposited in or disbursed from the separate insurance reserve account are allocable to insurance expenses. The provisions of this Agreement which are applicable to the Tax and Insurance Reserve shall be equally applicable to any separate tax reserve account and insurance reserve account established by the Administrative Agent. (f) Notwithstanding the foregoing provisions of this Section 5.8(1), the Administrative Agent as of the next annual Insurance Premium becomes due)date of this Agreement has agreed not to require the Borrowers to deposit funds for insurance premiums so long as (i) no Cash Trap Event has occurred and (ii) no Event of Default has occurred hereunder. Upon the occurrence of a Cash Trap Event or an Event of Default hereunder, the Administrative Agent shall have the right to require the Borrowers shall also deposit, within five (5and each of the Borrowers hereby agrees) Business Days of such request, to immediately make monthly deposits for insurance premiums into the Tax and Insurance Reserve an amount in accordance with the provisions and requirements of this Section 5.8(1), together with payment of a sum which, together with the aggregate of the such monthly deposits to be made pursuant to the preceding sentencedeposits, shall be sufficient, as of one month prior to the date on which the next installment of the next annual Insurance Premium becomes due, to pay in full such insurance premium, as estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Insurance Premiums, provided that Borrowers have promptly supplied Agent with timely notices of all Insurance Premiums due. (iii) In making any payment relating to Taxes or Insurance Premiums, Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office, with respect to Taxes, and insurer or agent, with respect to Insurance Premiums, without inquiry into the accuracy of such xxxx, statement or estimate, in any case, or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim, as it relates to Taxes. If the total amount retained in the Tax and Insurance Reserve attributable to (i) the Tax Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(i) above, and (ii) the Insurance Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(ii) above, in each case, such excess may be credited by Agent on subsequent payments to be made by Borrowers under Sections 3.2(c)(i) and (ii), as applicable, or at the option of Agent, refunded to Borrowers; but if the funds in the Tax Reserve or the Insurance Reserve shall not will be sufficient to pay the sums required by Section 3.2(c)(i) and (ii), respectively, all insurance premiums at least thirty (30) days before prior to the same are due and payable, Borrowers shall, within five (5) Business Days after receipt of written demand therefor from Agent, deposit with Agent date initially due. Nothing in this subsection shall be deemed to limit the full amount of any such deficiency. Upon repayment in full obligations of the Indebtedness and the satisfaction of all Obligations, any remaining Borrowers to deposit funds held in for tax payments into the Tax and Insurance Reserve shall be released to Borrowersas of the date of this Agreement.