Common use of Escrow Fund Clause in Contracts

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the first tenth (10th) day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing tax authority. The Monthly payments to the Escrow Fund as required hereunder and the monthly payments of interest or principal or both, payable pursuant to the Note Note, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART PetsMART or an Acceptable Replacement Tenant Tenant, as the sole tenant of the Property, is not in default under the terms of the PETsMART Lease PetsMART or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART PetsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Xxxxxx may deal with the person shown on the records of Lender Xxxxxx to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderXxxxxx. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART PetsMART or an Acceptable Replacement Tenant Tenant, as the sole tenant of the Property, is not in default under the terms of the PETsMART Lease PetsMART or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART PetsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to At any time after an Event of Default (as defined in the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowLease) has occurred, or if a Credit Rating Downgrade has occurred, Borrower shall must pay or must cause Tenant to pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay Tax and Insurance Reserve Fund Payment due under the Taxes payable, or estimated by Lender to be payableLease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the next ensuing twelve (12) months and (b) Escrow Fund, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund")on such Policies. Borrower agrees pledges to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has all monies now or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts hereafter deposited in the Escrow Fund and no Event of Default exists, Lender shall be obligated as additional security to pay the Taxes and Insurance Premiums Debt subject to Tenant's right to such monies, if any, as they become due on their respective due dates on behalf set forth in subparagraph 13(e) of Borrower by applying the Lease. Lender will apply the Escrow Fund to the payments of such pay Taxes and Insurance Premiums required to be made by Borrower paid pursuant to Sections 3.3 4.01 and 3.4 4.02 hereof. If the amount of the Escrow Fund shall exceed exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 4.01 and 3.4 4.02 hereof, Lender shall, in its discretion, will either return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient sufficient, in Lender's judgment, to pay when due the items set forth in (a) Taxes and (b) aboveInsurance Premiums, Borrower shall must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and Subject to Tenant's rights set forth in subparagraph 13(e) of the Lease, if an Event of Default exists, Lender may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined apply any sums then on deposit in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding pay the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not following items in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums order in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its sole discretion:

Escrow Fund. In addition Upon the occurrence of an Event of Default hereunder, if required by the Lender from time to time, together with the regular monthly payments due to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on under the date hereof to be held by Lender in escrowNote, Borrower the Mortgagor shall pay to the Lender on the first day of each calendar month month: (a) one-twelfth (1/12th) of an amount which would be sufficient to pay the Taxes Impositions payable, or estimated by which the Lender to be payable, during estimate will become payable within the next ensuing twelve (12) months months; and (b) one-twelfth (1/12th) of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the said amounts in (a) and (b) above shall be hereinafter called the "“Escrow Fund"). Borrower agrees to notify Lender immediately of any changes ”.) The Mortgagor hereby pledges to the amountsLender, schedules any and instructions for payment of any Taxes and Insurance Premiums of which it has all monies now or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, the Debt. The Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying apply the Escrow Fund to the payments of such Taxes Impositions and Insurance Premiums required to be made by Borrower the Mortgagor pursuant to Sections 3.3 6 and 3.4 hereof7 of this Mortgage. If the amount of the Escrow Fund shall exceed the amounts due for Taxes Impositions and Insurance Premiums pursuant to Sections 3.3 6 and 3.4 7 hereof, the Lender shall, in its their discretion, return any excess to Borrower the Mortgagor or credit such the excess against future payments to be made to the Escrow Fund. In allocating such excess, the Lender may deal with the person shown on the Lender’ records of Lender to be as the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower the Mortgagor shall promptly pay to the Lender, upon demand, an amount which the Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and Upon the occurrence of an Event of Default hereunder, the Lender may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined apply any sums then present in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms payment of the PETsMART Lease or an Acceptable Replacement Lease beyond following items in any applicable notice and cure periods set forth thereinorder, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its sole discretion:

Escrow Fund. In addition to the initial deposits with respect to Taxes and and, if applicable, Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first tenth day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute a reasonably approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition At any time that Tenant is obligated under the Lease to pay the initial deposits with respect to Taxes Tax and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowReserve Fund Payment, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient or cause Tenant to pay same. Additionally, if at any time under the Taxes payableLease, or estimated by Borrower is obligated to return to Tenant any amounts in the Escrow Fund, Lender shall release such amounts from the Escrow Fund to be payableTenant in accordance with the terms of the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the next ensuing twelve (12) months and (b) Escrow Fund, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authorityon such Policies. The Escrow Fund Fund, if any, and the payments of interest or principal or both, payable pursuant to the Note shall Note, will be added together and shall must be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts Borrower pledges to Lender any and all monies now or hereafter deposited in the Escrow Fund and no Event of Default exists, Lender shall be obligated as additional security to pay the Taxes and Insurance Premiums Debt subject to Tenant’s right to such monies, if any, as they become due on their respective due dates on behalf set forth in subparagraph 13(e) of Borrower by applying the Lease. Lender will apply the Escrow Fund to the payments of such pay Taxes and Insurance Premiums required to be made by Borrower paid pursuant to Sections 3.3 4.01 and 3.4 4.02 hereof. If the amount of the Escrow Fund shall exceed exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 4.01 and 3.4 4.02 hereof, Lender shall, in its discretion, will either return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient sufficient, in Lender’s judgment, to pay when due the items set forth in (a) Taxes and (b) aboveInsurance Premiums, Borrower shall must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and Subject to Tenant’s rights set forth in subparagraph 13(e) of the Lease, if an Event of Default exists, Lender may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined apply any sums then on deposit in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding pay the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not following items in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums order in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its sole discretion:

Escrow Fund. In addition Borrower shall establish a fund (“Escrow Fund”) sufficient to the initial deposits pay and discharge, with respect to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance (if Land is located in a federal special flood hazard area), hazard, liability and other property insurance premiums (at the option of Lender), municipal charges, governmental impositions and other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land (“Real Property Taxes”). Initial deposits of Real Property Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow, hereof. Borrower shall pay to Lender on the first day of each calendar month (a) occurring after the date hereof one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund")months. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes and Insurance Premiums of which it Borrower has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Real Property Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying amounts in the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofReal Property Taxes. If the amount of the Escrow Fund shall exceed exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereofReal Property Taxes, Lender shallmay, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11)applicable Law, no earnings or interest on the Escrow Fund shall be payable to BorrowerBorrower or any other Person. Notwithstanding In the foregoingevents that (a) water and/or sewer charges are assessed against the Property on a metered basis and (b) the Borrower fails to timely pay such charges to the applicable Governmental Authority, so long as the Lender (iy) no Event shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms money equal to 150% of the PETsMART Lease amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereinsuch other data available to Lender, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant Borrower shall immediately pay such sum to the terms Lender upon demand which funds shall be held by Lender in a non-interest bearing account or may be comingled with its general funds and may be used by Lender to pay such outstanding charges, held as additional collateral or applied in reduction of Section 3.4 hereof any amounts due and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant owing to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundLender.

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the payment of taxes, insurance premiums, and maintenance as required by the Deed of Trust. The initial deposits together with respect to Taxes the amounts set forth in this subsection shall be called the (“Escrow Fund”). Initial deposits for taxes, premiums, and Insurance Premiums maintenance shall be made by Borrower to Lender in amounts determined by Lender in its sole and exclusive discretion on the date hereof to be held by Lender in escrowLender’s Escrow Fund. Additionally, Borrower shall pay to Lender or its designee on the first day of each calendar month month: (a) one-one twelfth of an amount which would be sufficient to pay the Taxes taxes payable, or estimated by Lender to be payablepayable (if greater), upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and months; (b) one-twelfth of an amount which would be sufficient to pay, or estimated by Lender to be sufficient to pay (if greater), the Insurance Premiums insurance premiums due for the renewal of the coverage afforded by the Policies policies upon the expiration thereof (the amounts in (a) thereof; and (bc) above shall one-twelfth of an amount which would be called sufficient to pay or estimated by Lender to be sufficient to pay (if greater), all costs associated with maintenance and upkeep of building, grounds, equipment, and all other property which needs to be maintained in the "Escrow Fund"ordinary course of business (“CAM”). Borrower agrees to shall notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes taxes, insurance premiums, and Insurance Premiums CAM of which it has or obtains obtained knowledge and expressly authorizes Lender or its agent designee to obtain the bills for Taxes taxes and other charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal principal, or both, payable pursuant to the Note Note, shall be added together and shall be paid as an the aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Default or an Event of Default exists, Lender shall be obligated to pay on behalf of Borrower the Taxes taxes, insurance premiums and Insurance Premiums CAM as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments payment of such Taxes taxes, insurance premiums, and Insurance Premiums CAM required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofhereunder. If the amount of the Escrow Fund shall exceed not be sufficient to pay the amounts due for Taxes taxes, insurance premiums, and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveCAM herein, Borrower shall promptly (but in no event later than three (3) Business Days after demand by Lender) pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust separate fund and may shall not be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No interest or earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into on the Escrow Fund.

Escrow Fund. In addition Upon (i) the occurrence of an Event of Default (hereinafter defined), and for so long as such Event of Default shall be continuing, or (ii) the transfer of the Property to any entity in accordance with the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowterms of paragraph 9(c) hereof, Borrower shall pay to Lender upon request on the first fifteenth day of each calendar month thereafter (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-one- twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts set forth in (a) and (b) above shall be hereinafter called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts Borrower hereby pledges to Lender any and all monies now or hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, the Debt. Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 paragraphs 3 and 3.4 4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 paragraphs 3 and 3.4 4 hereof, Lender shall, in its discretion, return any excess to Borrower or shall credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Xxxxxx may deal with the person shown on the records of Lender Xxxxxx to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and Lender may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined apply any sums then present in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms payment of the PETsMART Lease or an Acceptable Replacement Lease beyond following items in any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums order in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its uncontrolled discretion:

Escrow Fund. In addition to the initial deposits with respect to Taxes (a) If a Triggering Event shall have occurred and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowcontinuing, Borrower shall pay to Lender Administrative Agent on the first day of each calendar month Payment Date (a) one-one twelfth of an amount which would be sufficient to pay the Property Taxes payable, or reasonably estimated by Lender Administrative Agent to be payable, during the next ensuing twelve (12) months and (b) one-if the liability or casualty policies of insurance maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 5.1 hereof, one twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due for the renewal of the coverage afforded by the Policies policies of the insurance required pursuant to Section 5.1 hereof upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). During any time the foregoing sentence shall be in effect, Borrower agrees to notify Lender immediately Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Property Taxes and Insurance Premiums insurance premiums of which it has or obtains obtained knowledge (to the extent such premiums are required to be escrowed hereunder) and authorizes Lender Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note Section 2.6(a) shall be added together and shall be paid as an aggregate sum by Borrower to LenderAdministrative Agent. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying Administrative Agent will apply the Escrow Fund to the payments of such Property Taxes and Insurance Premiums insurance premiums (to the extent such premiums are required to be escrowed hereunder) required to be made by Borrower pursuant to Sections 3.3 9.14 and 3.4 5.1 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Property Taxes and Insurance Premiums insurance premiums pursuant to Sections 3.3 9.14 and 3.4 5.1 hereof, Lender Administrative Agent shall, in its discretionat Borrower’s election, return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundFund or deposit such excess funds into the Sweep Account. In allocating such excess, Lender Administrative Agent may deal with the person shown on the records of Lender Administrative Agent to be the owner of the Property. If at any time prior to a Triggering Event Termination Administrative Agent reasonably determines that the Escrow Fund together with the amounts required to be paid by Borrower pursuant to the first sentence of this Section 9.15 is not sufficient to pay the items set forth in (a) and (b) above, to the extent funds in the Sweep Account are insufficient Borrower shall promptly pay to LenderAdministrative Agent, upon demand, an amount which Lender Administrative Agent shall reasonably estimate as sufficient to make up the deficiencydeficiency (such amount, an “Escrow Fund Deficiency Amount”). The Escrow Fund shall not constitute a trust fund fund. Upon an Extended Triggering Event Termination, Administrative Agent shall disburse all sums in the Escrow Fund to an account designated by Borrower in writing and may any obligation to make any payment under this Section 9.15 shall terminate, subject to such obligations again arising if a subsequent Triggering Event shall have occurred and be commingled with other monies held by Lendercontinuing. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the The Escrow Fund shall be payable a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not remain in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates.

Escrow Fund. In addition to the initial deposits with respect to Taxes If a Triggering Event shall have occurred and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowcontinuing, Borrower shall pay to Lender shall, on each Payment Date, deposit into an Eligible Account, which account will be a subaccount of the first day of each calendar month Cash Management Account (the “Escrow Fund Account”) (a) one-twelfth of an amount which would be sufficient to pay the Property Taxes payable, or reasonably estimated by Lender Administrative Agent to be payable, during the next ensuing twelve (12) months and (b) if the liability or casualty policies of insurance maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 5.1 hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due for the renewal of the coverage afforded by the Policies policies of the insurance required pursuant to Section 5.1 hereof upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). During any time the foregoing sentence shall be in effect, Borrower agrees to notify Lender immediately Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Property Taxes and Insurance Premiums insurance premiums of which it has or obtains obtained knowledge (to the extent such premiums are required to be escrowed hereunder) and authorizes Lender Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note Section 2.7(a) shall be added together and shall be paid as an aggregate sum by Borrower to LenderAdministrative Agent. Provided there are sufficient amounts in Administrative Agent shall instruct Cash Management Bank to disburse the Escrow Fund and no Event Funds to the Designated Account for the payment of Default exists, Lender shall be obligated to pay the Property Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund insurance premiums (to the payments of extent such Taxes and Insurance Premiums premiums are required to be escrowed hereunder) required to be made by Borrower pursuant to Sections 3.3 5.1 hereof as the same are due and 3.4 hereofpayable. If the amount of the Escrow Fund shall exceed the amounts due for Property Taxes and Insurance Premiums insurance premiums pursuant to Sections 3.3 9.15 and 3.4 5.1 hereof, Lender Administrative Agent shall, in its discretionat Borrower’s election, return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundFund or deposit such excess funds into the Sweep Account. In allocating such excess, Lender Administrative Agent may deal with the person shown on the records of Lender Administrative Agent to be the owner of the Property. If at any time prior to a Cash Release Event Administrative Agent reasonably determines that the Escrow Fund together with the amounts required to be paid by Borrower pursuant to the first sentence of this Section 9.15 is not sufficient to pay the items set forth in (a) and (b) above, to the extent funds in the Sweep Account are insufficient Borrower shall promptly pay to Lenderdeposit into the Escrow Fund Account, upon demand, an amount which Lender Administrative Agent shall reasonably estimate as sufficient to make up the deficiencydeficiency (such amount, an “Escrow Fund Deficiency Amount”). The Escrow Fund shall not constitute a trust fund fund. Upon a Cash Release Event, Administrative Agent shall disburse (or cause to be disbursed) all sums in the Escrow Fund Account to an account designated by Borrower in writing and may any obligation to make any payment under this Section 9.15 shall terminate, subject to such obligations again arising if a subsequent Triggering Event shall have occurred and be commingled with other monies held by Lendercontinuing. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or Borrower shall not have any right to make withdrawals from the Escrow Fund Account. All interest on the Escrow Fund shall be payable for the benefit of Borrower and shall be added to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not remain in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates.

Escrow Fund. In addition Subject to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowlast sentence of this ------------- Section 3.5, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the payment of the premiums due under the Policies (as defined in the Loan Agreement) (the "Insurance Premiums Premiums") due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon promptly after demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall be held in a non-interest bearing account, shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoingThe obligations contained in this Section 3.5 shall be applicable only upon, so long as and from and after, notification thereof by Lender, which notification may take place (i) no at any time a Default or Event of Default has occurred and is continuing, continuing or (ii) PETsMART or an Acceptable Replacement Tenant if Borrower is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease delinquent, beyond any applicable notice and cure periods set forth thereingrace periods, and (iii) PETsMART in the payment of any Taxes or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with two or more times during the terms term of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundLoan.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower (a) Mortgagor shall pay to Lender Mortgagee on the closing date and thereafter monthly on the first (1st) day of each calendar month month: (a) one-twelfth (1/12th) of an amount which would be sufficient to pay the Taxes and Other Charges payable, or reasonably estimated by Lender Mortgagee to be payable, during the next ensuing twelve (12) months months; and (b) one-twelfth (1/12th) of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts described in clauses (a) and (b) above shall be called above, collectively, the "Escrow FundESCROW FUND"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments monthly installments of principal and interest or principal or both, payable pursuant to under the Note shall be added together and shall be paid as an aggregate sum by Borrower Mortgagor to LenderMortgagee. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying Mortgagee will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Mortgagor pursuant to Sections 3.3 4 and 3.4 5 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 4 and 3.4 5 hereof, Lender Mortgagee shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in clauses (a) and (b) above, Borrower Mortgagor shall promptly pay to LenderMortgagee, upon within thirty (30) days following demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up the deficiency. The Upon the occurrence of an Event of Default, Mortgagee may apply any sums then comprising the Escrow Fund to the payment of the Debt in any order in its sole discretion. To the extent permitted by applicable law, the Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoingMortgagor, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any unless required by applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fundlaw.

Escrow Fund. In addition At the Effective Time, without any act of any Equityholder, Parent will deposit the Escrow Amount into an escrow account with an institution (the “Escrow Agent”) selected by Parent and reasonably acceptable to the initial deposits with respect Company or Equityholder Agent, such deposit to Taxes establish and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to constitute the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund be governed by the terms set forth in this Section 7.2 and the Escrow Agreement entered into between Parent, the Equityholder Agent and the Escrow Agent in the form agreed by Parent, the Company and the Equityholder Agent (the “Escrow Agreement”), with such changes as the Escrow Agent may reasonably propose and Parent and the Equityholder Agent may agree to. To the extent that the provisions of the Escrow Agreement agreed by Parent and the Equityholder Agent differ from this Agreement, the Escrow Agreement shall govern. Parent shall pay one-half of the costs and expenses related to the establishment and maintenance of the Escrow Fund and the Equityholders shall pay one-half of such costs and expenses. The cash portion of the Escrow Amount shall be commingled with deposited into an interest bearing account and any interest earned thereon shall be added to the Escrow Fund and available to cover Losses of Parent and its affiliates hereunder. Any distributions on the shares of Parent Common Stock held in the Escrow Fund other monies than cash dividends shall be held by Lenderthe Escrow Agent and shall be deemed attached to the shares of Parent Common Stock to which they pertain. Unless otherwise required by Applicable Laws (defined Any cash dividends paid with respect to any Equityholder's Parent Common Stock held in Section 3.11), no earnings or interest on the Escrow Fund shall be payable paid to Borrowersuch Equityholder. Notwithstanding For applicable income tax purposes, any shares of Parent Common Stock and amounts distributed in respect thereof shall be treated as owned by the foregoingEquityholder on whose behalf such securities are being held. For applicable income tax purposes, any cash earned on the Escrow Amount and held in the Escrow Fund (other than amounts distributed with respect to Parent Common Stock held in the Escrow Fund, which amounts shall be treated as owned by the Equityholders) shall be treated as owned by Parent unless and until the Escrow Fund is released to the Equityholders, and Parent shall be entitled to receive distributions from such cash sufficient to satisfy its tax liabilities with respect thereto. The Equityholders shall not have the right to sell, transfer, pledge, hypothecate or otherwise dispose of any cash or securities held in the Escrow Fund or any interest therein for so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not they are held in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund, other than in connection with a sale by the Escrow Agent to satisfy claims as provided herein. Each Equityholder shall be entitled to vote the shares of Parent Common Stock held in the Escrow Fund on behalf of such Equityholder. Any amounts distributed to Parent from the Escrow Fund in payment of claims pursuant to this Article VII shall be taken pro rata from each Equityholder based on its Proportionate Interest, first from the cash included in the Escrow Fund on account of such Equityholder (to the extent thereof). To the extent the cash held in the Escrow Account on behalf of an Equityholder is not sufficient to satisfy such Equityholder's share of a claim, the Escrow Agent shall, on behalf of such Equityholder, sell an appropriate number of shares of Parent Common Stock to achieve proceeds equal to the amount to be distributed to Parent from the Escrow Fund in respect of such Equityholder and deliver the proceeds to Parent.

Escrow Fund. In addition to the initial deposits with respect to Taxes and and, if applicable, Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first tenth day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition At the option of Lender upon an Event of Default which continues beyond any applicable cure period, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the payment of taxes, insurance premiums, and maintenance as required by the Deed of Trust. The initial deposits together with respect to Taxes the amounts set forth in this subsection shall be called the “Escrow Fund”). Initial deposits for taxes, premiums, and Insurance Premiums maintenance shall be made by Borrower to Lender in amounts determined by Lender in its sole and exclusive discretion on the date hereof to be held by Lender in escrowLender’s Escrow Fund. Additionally, Borrower shall pay to Lender or its designee on the first day of each calendar month month: (a) one-one twelfth of an amount which would be sufficient to pay the Taxes taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and months; (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due for the renewal of the coverage afforded by the Policies policies upon the expiration thereof (the amounts in (a) thereof; and (bc) above shall one-twelfth of an amount which would be called sufficient to pay all costs associated with assessments and other amounts, if any, owing toTRI Owners Association pursuant to the "Escrow Fund"Declaration of Covenants, Conditions and Restrictions For Tahoe-Reno Industrial Center, recorded at Book No. 123, Page 945 of the Official Records of Storey County, Nevada (“CAM”). Borrower agrees to shall notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes taxes, insurance premiums, and Insurance Premiums CAM of which it has or obtains obtained knowledge and expressly authorizes Lender or its agent designee to obtain the bills for Taxes taxes and other charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal principal, or both, payable pursuant to the Note Note, shall be added together and shall be paid as an the aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay on behalf of Borrower the Taxes taxes, insurance premiums and Insurance Premiums CAM as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments payment of such Taxes taxes, insurance premiums, and Insurance Premiums CAM required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofhereunder. If the amount of the Escrow Fund shall exceed not be sufficient to pay the amounts due for Taxes taxes, insurance premiums, and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveCAM herein, Borrower shall promptly pay to top Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust separate fund and may shall not be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No interest or earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into on the Escrow Fund.

Escrow Fund. In addition At the option of Lender, Lender may require Mortgagor to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower Mortgagor to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower Mortgagor shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower Mortgagor agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower Mortgagor by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Mortgagor pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower Mortgagor shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws Law (defined in Section 3.113.10(a), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundMortgagor.

Escrow Fund. In addition At the option of the Lender, after an event of default has occurred, Lender may require the Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the payment of taxes, insurance premiums, and maintenance pursuant to Article II. Paragraph 8, and Article IV, Paragraph 1(I), hereof. (The initial deposits together with respect to Taxes the amounts in (a), (b), and Insurance Premiums (c) below shall be called the "Escrow Fund"). Initial deposits for taxes, premiums, and maintenance shall be made by Borrower to Lender on the date hereof in amounts determined by Lender in its discretion to be held by Lender in escrowLender's Escrow Fund which sum shall not exceed the total of the anticipated taxes, insurance premiums and maintenance for the next year. Additionally, Borrower shall pay to Lender on the first day of each calendar month month: (a) one-twelfth of an amount which would be sufficient to pay the Taxes taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and months; (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due for the renewal of the coverage afforded by the Policies policies upon the expiration thereof (the amounts in (a) thereof; and (bc) above shall one-twelfth of an amount which would be called sufficient to pay all costs associated with maintenance and upkeep of buildings, grounds, equipment, and all other property which needs to be maintained in the ordinary course of business ("Escrow FundCAM"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules schedules, and instructions for payment of any Taxes taxes, insurance premiums, and Insurance Premiums CAM of which it has or obtains obtained knowledge and authorizes authorized Lender or its agent to obtain the bills for Taxes taxes and other charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal principal, or both, payable pursuant to the Note Note, shall be added together together, and shall be paid as an the aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.taxes,

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the payment of taxes, insurance premiums, and maintenance as required by the Mortgage/Deed of Trust in an amount equal to one hundred five percent (105%) of the total of these payments. The initial deposits together with respect to Taxes the amounts set forth in this subsection shall be called the "Escrow Fund". Initial deposits for taxes, premiums, and Insurance Premiums maintenance shall be made by Borrower to Lender in amounts determined by Lender in its sole and exclusive discretion on the date hereof to be held by Lender in escrowLender's Escrow Fund. Additionally, Borrower shall pay to Lender or its designee on the first day of each calendar month month: (a) one-one twelfth of an amount which would be sufficient to pay the Taxes taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and months; (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due for the renewal of the coverage afforded by the Policies policies upon the expiration thereof (the amounts in (a) thereof; and (bc) above shall one-twelfth of an amount which would be called sufficient to pay all costs associated with maintenance and upkeep of building, grounds, equipment, and all other property which needs to be maintained in the ordinary course of business ("Escrow FundCAM"). Borrower agrees to shall notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes taxes, insurance premiums, and Insurance Premiums CAM of which it has or obtains obtained knowledge and expressly authorizes Lender or its agent designee to obtain the bills for Taxes taxes and other charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal principal, or both, payable pursuant to the Note Note, shall be added together and shall be paid as an the aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Default or an Event of Default exists, Lender shall be obligated to pay on behalf of Borrower the Taxes taxes, insurance premiums and Insurance Premiums CAM as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments payment of such Taxes taxes, insurance premiums,and Insurance Premiums CAM required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofhereunder. If the amount of the Escrow Fund shall exceed not be sufficient to pay the amounts due for Taxes taxes, insurance premiums, and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveCAM herein, Borrower shall promptly pay to top Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust separate fund and may shall not be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No interest or earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into on the Escrow Fund.

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial deposits with respect to Taxes and payment of Insurance Premiums made by Borrower and Taxes pursuant to Lender on the date hereof to be held by Lender in escrowSections 3.3 and 3.4 hereof. Additionally, Borrower shall pay to Lender on each "Payment Date" (as defined in the first day of each calendar month Note) (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) provided no Event of Default has occurred and is continuing, Lender agrees to forebear collection from Borrower of monthly deposits of Insurance Premiums provided that (i) an initial deposit of Insurance Premiums shall be made by Borrower to Lender in the amount of $17,500 on the date hereof to be held by Lender in escrow, such escrowed amount to be increased yearly by an amount that Lender determines in its reasonable discretion to be adequate to account for the increase in premiums due to inflation or otherwise and payable by Borrower within ten (10) days of demand therefor; and (ii) PETsMART or an Acceptable Replacement Tenant is not Borrower delivers to Lender certificates of insurance with respect to all renewal and replacement policies within the time permitted by Lender set forth in default under Section 3.3(b) hereof prior to the terms expiration date of any of the PETsMART Lease or an Acceptable Replacement Lease beyond any Policies required to be maintained hereunder, which certificates shall bear notation evidencing payment of all applicable notice and cure periods set forth thereinInsurance Premiums, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to Borrower has otherwise complied with all of the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence conditions of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to At the initial deposits Effective Time, without any act of any Stockholder, Parent will deposit the Escrow Amount into an escrow account with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowXxxxx Fargo Bank, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payableNational Association, or estimated by Lender such other escrow agent as may be reasonably acceptable to be payable, during Parent and the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay Company or the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof Stockholder Agent (the amounts in (a) “Escrow Agent”), such deposit to establish and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to constitute the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund be governed by the terms set forth in this Section 7.2 and may the Escrow Agreement in substantially the form of Exhibit I and shall be commingled with maintained at Parent’s and the Stockholders’ cost and expense, such cost to be borne one-half by Parent and one-half by the Stockholders. The cash portion of the Escrow Amount shall be deposited into an interest bearing account and any interest earned thereon interest shall be added to the Escrow Fund and available to cover Losses of Parent and its affiliates hereunder. Any distributions on the shares of Parent Common Stock other monies than regular cash dividends shall be held by Lenderthe Escrow Agent and shall be deemed attached to the shares of Parent Common Stock to which they pertain. Unless otherwise required by Applicable Laws (defined For applicable income tax purposes, any shares of Parent Common Stock or securities distributed in Section 3.11)respect thereof shall be treated as owned by, no earnings and any dividends, interest or interest other income earned on the Escrow Fund shall be payable treated as income of, the Stockholder on whose behalf such securities or assets giving rise to Borrowersuch interest or other income, as the case may be, are being held. Notwithstanding The Stockholders shall not have the foregoingright to sell, transfer, pledge, hypothecate or otherwise dispose of any cash or securities held in the Escrow Fund or any interest therein for so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not they are held in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund. Each Stockholder shall be entitled to vote the shares of Parent Common Stock held in the Escrow Fund for so long as they are held by the Escrow Agent, pro rata based on the value of the shares of Parent Common Stock deposited in the Escrow Fund on behalf of such Stockholder. For purposes of determining the value of any shares of Parent Common Stock included in the Escrow Fund, each such share shall be deemed to have a value equal to the Average Closing Price.

Escrow Fund. In addition Promptly after the Effective Time, Parent shall deposit with the Escrow Agent the Escrow Amount and the Sales Tax Escrow Amount out of the Merger Consideration pursuant to Section 1.6 hereof and shall confirm such deposit with the initial deposits Escrow Agent. Such deposit of each of the Escrow Amount and the Sales Tax Escrow Amount shall constitute an escrow fund (respectively, the “Escrow Fund” and the “Sales Tax Escrow Fund”) to be governed by the terms set forth herein. The cash comprising the Escrow Fund and the Sales Tax Escrow Fund shall be deposited by Parent with respect to Taxes and Insurance Premiums made each Escrow Participant without any act by Borrower to Lender on the date hereof to be held by Lender them, in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal accordance with their respective Pro Rata Portions of the coverage afforded by Escrow Amount and the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Sales Tax Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authorityAmount. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and security for the indemnity obligations provided for in Section 7.2 hereof. The Escrow Fund shall be paid as an aggregate sum available to compensate the Indemnified Parties for any claims by Borrower such parties for any Losses suffered or incurred by them and for which they are entitled to Lenderrecovery under this ARTICLE VII. Provided there The Sales Tax Escrow Fund shall be additional security and available to compensate the Indemnified Parties for any claim by such parties for any Losses suffered or incurred by them and for which they are sufficient amounts entitled to recovery under this ARTICLE VII solely with respect to any Pre-Closing Sales Taxes in the VDA States. Interests in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Sales Tax Escrow Fund shall be non-transferable. On or before the Closing Date, the Company shall provide Parent with the maximum potential amounts payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into Escrow Participants from the Escrow Fund, the Closing Tax Escrow Fund and the Sales Tax Escrow Fund.

Escrow Fund. In addition Borrower shall establish a fund (“Escrow Fund”) sufficient to the initial deposits pay and discharge, with respect to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance (if Land is located in a federal special flood hazard area), hazard, liability and other property insurance premiums (at the option of Lender), municipal charges, governmental impositions and other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land (“Real Property Taxes”). Initial deposits of Real Property Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow, hereof. Borrower shall pay to Lender on the first day of each calendar month (a) occurring after the date hereof one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund")months. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes and Insurance Premiums of which it Borrower has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to LenderMortgage CD Form 127 Page 17 Loan No. 110686537 File No. 123-33001 04-09-11 Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Real Property Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying amounts in the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofReal Property Taxes. If the amount of the Escrow Fund shall exceed exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereofReal Property Taxes, Lender shallmay, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11)applicable Law, no earnings or interest on the Escrow Fund shall be payable to BorrowerBorrower or any other Person. Notwithstanding In the foregoingevents that (a) water and/or sewer charges are assessed against the Property on a metered basis and (b) the Borrower fails to timely pay such charges to the applicable Governmental Authority, so long as the Lender (iy) no Event shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms money equal to 150% of the PETsMART Lease amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereinsuch other data available to Lender, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant Borrower shall immediately pay such sum to the terms Lender upon demand which funds shall be held by Lender in a non-interest bearing account or may be comingled with its general funds and may be used by Lender to pay such outstanding charges, held as additional collateral or applied in reduction of Section 3.4 hereof any amounts due and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant owing to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundLender.

Escrow Fund. In addition to the initial deposits with respect to Taxes (a) If a Triggering Event shall have occurred and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowcontinuing, Borrower shall pay to Lender Administrative Agent on the first day of each calendar month Payment Date (a) one-one twelfth of an amount which would be sufficient to pay the Property Taxes payable, or reasonably estimated by Lender Administrative Agent to be payable, during the next ensuing twelve (12) months and (b) one-if the liability or casualty policies of insurance maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 5.1 hereof, one twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due for the renewal of the coverage afforded by the Policies policies of the insurance required pursuant to Section 5.1 hereof upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). During any time the foregoing sentence shall be in effect, Borrower agrees to notify Lender immediately Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Property Taxes and Insurance Premiums insurance premiums of which it has or obtains obtained knowledge (to the extent such premiums are required to be escrowed hereunder) and authorizes Lender Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note Section 2.6(a) shall be added together and shall be paid as an aggregate sum by Borrower to LenderAdministrative Agent. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying Administrative Agent will apply the Escrow Fund to the payments of such Property Taxes and Insurance Premiums insurance premiums (to the extent such premiums are required to be escrowed hereunder) required to be made by Borrower pursuant to Sections 3.3 9.14 and 3.4 5.1 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Property Taxes and Insurance Premiums insurance premiums pursuant to Sections 3.3 9.14 and 3.4 5.1 hereof, Lender Administrative Agent shall, in its discretionat Borrower’s election, return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundFund or deposit such excess funds into the Sweep Account. In allocating such excess, Lender Administrative Agent may deal with the person shown on the records of Lender Administrative Agent to be the owner of the Property. If at any time prior to a Triggering Event Termination Administrative Agent reasonably determines that the Escrow Fund together with the amounts required to be paid by Borrower pursuant to the first sentence of this Section 9.15 is not sufficient to pay the items set forth in (a) and (b) above, to the extent funds in the Sweep Account are insufficient Borrower shall promptly pay to LenderAdministrative Agent, upon demand, an amount which Lender Administrative Agent shall reasonably estimate as sufficient to make up the deficiencydeficiency (such amount, an “Escrow Fund Deficiency Amount”). The Escrow Fund shall not constitute a trust fund fund. Upon a Triggering Event Termination, Administrative Agent shall disburse all sums in the Escrow Fund to an account designated by Borrower in writing and may any obligation to make any payment under this Section 9.15 shall terminate, subject to such obligations again arising if a subsequent Triggering Event shall have occurred and be commingled with other monies held by Lendercontinuing. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the The Escrow Fund shall be payable a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not remain in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates.

Escrow Fund. In addition to (a) Grantor shall, following an Event of Default which has not been waived in writing by the initial deposits Holders in accordance with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowIndenture, Borrower shall pay to Lender Mortgagee on the first day of each calendar month (a) one-twelfth of an amount (hereinafter referred to as the "ESCROW FUND") which would be sufficient to pay the Taxes Taxes, all insurance premiums and all of Grantor's monetary obligations under the Lease payable, or estimated by Lender Mortgagee to be payable, during the next ensuing twelve (12) months and (bmonths, which shall be invested as provided in Section 10(b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal hereof, with income earned thereon becoming a part of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately , PROVIDED that Mortgagee shall bear no liability for any loss occasioned by investment of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default existsas herein provided, Lender shall be obligated by any delays in investing or reinvesting the Escrow Fund or by any failure to pay achieve the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying maximum possible yield from the Escrow Fund. Mortgagee will apply the Escrow Fund to the payments payment of such Taxes and Insurance Premiums insurance premiums which are required to be made paid by Borrower Grantor pursuant to Sections 3.3 and 3.4 hereofthe provisions of this Shore Mortgage. If the amount of the Escrow Fund shall exceed the such amounts due for Taxes and Insurance Premiums payable by Grantor pursuant to Sections 3.3 and 3.4 hereofthe provisions of this Shore Mortgage, Lender shallMortgagee shall at its election, in its discretion, (a) return any excess to Borrower or Grantor, (b) credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender Fund or (c) reimburse Mortgagee for any amount owed to be the owner it under this Shore Mortgage or under any of the PropertyTransaction Documents. If the Escrow Fund is not sufficient to pay such amounts as the items set forth in (a) and (b) abovesame become payable, Borrower Grantor shall promptly pay on demand pay, to Lender, upon demand, Mortgagee an amount which Lender shall reasonably estimate as be sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined Any amounts in Section 3.11), no earnings or interest on the Escrow Fund shall be payable kept separate and segregated from the general funds of Mortgagee. If this Shore mortgage is sold or assigned by Mortgagee in whole, Mortgagee shall deduct any amount owing to Borrowerit under this Shore Mortgage or any Transaction Document and transfer to the assignee the balance, if any, then held by Mortgagee under this Paragraph and, upon such assignment and transfer, Mortgagee shall have no further obligation to Grantor with respect to such amount. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms If at any time Grantor tenders to Mortgagee full payment of the PETsMART Lease or an Acceptable Replacement Lease beyond entire Secured Obligations, including any applicable notice and cure periods set forth thereinpremium or penalty, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms lien of the last sentence of Section 3.3(b) hereofIndenture or this Shore Mortgage shall have been discharged, directly pursuant Mortgagee shall refund to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into Grantor any balance remaining in the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowExcept as provided below, Borrower shall pay to Lender on the first day of each calendar month (a) one-one twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-one twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will timely apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, shall promptly return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundBorrower. In allocating disbursing such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower shall not be required to make deposits to the Escrow Fund for Taxes or Insurance Premiums pursuant to this Section 3.5 so long as (i) no Event of Default has occurred occurs and is continuingcontinuing hereunder, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under Borrower pays all Taxes and Insurance Premiums by no later than ten (10) Business Days (defined below) prior to the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereindelinquency thereof, and (iii) PETsMART or an Acceptable Replacement Tenant is paying Borrower provides Lender paid receipts for the payment of the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums by no later than one (1) Business Day prior to the delinquency thereof. Upon the occurrence of a failure of any of the conditions specified in accordance clauses (i) through (iii) above, Borrower shall, upon Lender’s demand therefor, commence making the deposits to the Escrow Fund required pursuant to this Section 3.5 commencing with the terms of next Monthly Payment Date (as defined in the last sentence of Section 3.3(b) hereofNote), directly pursuant to the terms hereof, and which payments shall continue until Borrower corrects each such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fundfailure.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART Foster Wheeler or an Acceptable Replacement Tenant is not in default under xx xxxxxxx xxder the terms of the PETsMART Foster Wheeler Lease or an Acceptable Replacement Lease Lease, xx xxxxxxxxxx, beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART Foster Wheeler or an Acceptable Replacement Tenant is paying the payxxx xxx Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first fifth (5th) day of each calendar month during the term of the Loan (a) one-one twelfth of an amount which would be sufficient to pay the Taxes and Other Charges payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-one twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes Taxes, Other Charges and Utility Charges directly from the appropriate taxing authorityauthority or utility company. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demandwithin five (5) Business Days of demand therefor, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition Promptly after the Effective Time, Parent shall deposit with the Escrow Agent the Escrow Amount out of the Cash Consideration otherwise deliverable to the initial deposits Escrow Participants pursuant to Section 1.6 hereof and shall confirm such deposit with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof Escrow Agent. Such deposit of the Escrow Amount shall constitute an escrow fund (the “Escrow Fund”) to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded governed by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authorityterms set forth herein. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of cash comprising the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant be deposited by Parent with respect to Sections 3.3 and 3.4 hereof, Lender shalleach Escrow Participant without any act by them, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to accordance with their respective Pro Rata Portions of the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiencyAmount. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined security for the indemnity obligations provided for in Section 3.116.2 hereof. The Escrow Fund shall be subdivided into a $3,800,000 general escrow fund (the “General Escrow Fund”) and a $3,700,000 tax escrow fund (the “Tax Escrow Fund”). The General Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VI. The Tax Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to indemnification pursuant to Section 6.2(f) hereof. In the event that the Indemnified Parties have suffered or incurred Losses for which they are entitled to indemnification pursuant to Section 6.2(f) hereof in excess of the Tax Escrow Fund, the Indemnified Parties shall be entitled to recover such excess losses from the General Escrow Fund; provided, however, for the avoidance of doubt, in the event that the Indemnified Parties have suffered any Losses for which they are entitled to indemnification pursuant to Sections 6.2(a) through (e) hereof, such Indemnified Parties shall have no earnings right to proceed against the Tax Escrow Fund for such Losses, regardless of whether or interest on not the General Escrow Fund has been exhausted. Interests in the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fundnon-transferable.

Escrow Fund. In addition to At any time after the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on occurrence of an Event of Default hereunder, upon the date hereof to be held by Lender in escrowrequest of the Collateral Agent, Borrower the Mortgagor shall pay to Lender the Collateral Agent on the first day of each calendar month (a) one-one twelfth of an amount which would be sufficient to pay the Taxes imposed against the Mortgaged Property or any part thereof payable, or estimated by Lender Collateral Agent to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the said amounts in (a) and (b) above shall be hereinafter called the "Escrow FundESCROW FUND"). Borrower agrees Mortgagor hereby pledges to notify Lender immediately of Mortgagee any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has all monies now or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying Debt. Collateral Agent will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Mortgagor pursuant to Sections 3.3 and 3.4 hereofthe provisions of this Mortgage. If the amount of the Escrow Fund shall exceed the amounts amount due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereofthe items described, Lender Collateral Agent shall, in its discretion, (1) return any excess to Borrower Mortgagor, (2) credit such excess against the Debt in such priority and proportions as Collateral Agent in its discretion shall deem proper, or (3) credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower Mortgagor shall promptly pay to LenderCollateral Agent, upon demand, an amount which Lender Collateral Agent shall reasonably estimate in good faith as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund fund, and until expended or applied as above provided, any amounts in the Escrow Fund may be commingled with other monies held by Lenderthe general funds of the Collateral Agent and shall constitute additional security for the Debt. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundMortgagor.

Escrow Fund. In addition to the any initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender the Escrow Fund (defined below) on the date hereof to be held by Lender in escrow(if any), except as provided below, Borrower shall pay to Lender on the first day of each calendar month Monthly Payment Date (a) one-one twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months (such Taxes, the “Applicable Taxes”) and (b) one-one twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (such Insurance Premiums, the “Applicable Insurance Premiums”), which such amounts in (a) and (b) above so paid to Lender shall be called held in an account with Lender or Servicer, with such amounts and such account each being referred to herein as the "“Escrow Fund")”. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default existsis continuing, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will timely apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Applicable Taxes and Applicable Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretionprovided no Event of Default is continuing, promptly return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundBorrower. In allocating disbursing such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveany Applicable Taxes and/or Applicable Insurance Premiums, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and and, if applicable, Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay or cause to be paid to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In Subject to the right of the First Lender to collect an escrow fund under the First Loan Documents, in addition to the initial deposits with respect to Taxes and Insurance Premiums insurance premiums made by Borrower Property Owner to Lender on the date hereof to be held by Lender in escrow, provided First Lender has not elected to establish such an escrow fund, or the First Loan is no longer outstanding, Borrower shall cause Property Owner pay to Lender Lender, on the first tenth (10) day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) if the Property is not insured under a blanket policy, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in Clauses (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to to, or shall cause Property Owner to, notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums insurance premiums of which it has or obtains obtained knowledge and authorizes authorizes, and shall cause Property Owner to authorize, Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and (if escrow payments are made for such purposes) Insurance Premiums required to be made by Property Owner or Borrower pursuant to Sections 3.3 4.4 and 3.4 4.5 hereof. Any interest earned on the Escrow Fund shall become a part of the Escrow Fund. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums insurance premiums pursuant to Sections 3.3 4.4 and 3.4 4.5 hereof, Lender shall, in its discretion, return any excess to Property Owner or Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If Lender believes that the Escrow Fund is not sufficient to pay the items set forth in Clauses (a) and (b) aboveof this Section, Borrower shall, or shall cause Property Owner to, promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiencydeficiency and Lender may immediately readjust the amount of the monthly deposits to the Escrow Fund. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Property Owner or Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to cause Property Owner to make monthly payments deposits for Taxes and insurance premiums into the Escrow FundFund as set forth above, provided that (i) Property Owner makes such deposits for Taxes and insurance premiums into an Escrow Fund established pursuant to the First Loan Documents and held by First Lender for the payment of Taxes and insurance premiums and (ii) upon the request of Lender, Borrower shall deliver evidence of the timely payment of the Taxes and insurance premiums to Lender within three (3) Business Days of request therefor by Lender. Upon the failure of Borrower to comply with the provisions of the immediately preceding sentence, Borrower shall be subject to and shall immediately comply with each and every provision of the first paragraph of this Section 4.6.

Escrow Fund. In addition to the initial deposits with respect to Taxes and and, if applicable, Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first tenth day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (any initial deposits plus the amounts in (a) and (b) above shall be called the "Escrow FundESCROW FUND"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided that there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shallshall pursuant to a written request from Borrower, after determining, in its reasonable discretion, the sufficient amount necessary to pay Taxes and Insurance Premiums when due, return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundBorrower. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Borrower shall pay Lender the sum of Five Thousand Dollars ($5,000) per year for the servicing of the Escrow Fund and all other accounts established pursuant to the Cash Management Agreement. Such sum shall be deducted from the interest income earned on the Escrow Account, if any, and to the extent such interest income shall not constitute a trust fund and may be commingled with other monies held sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Unless otherwise required by Applicable Laws (defined Notwithstanding anything to the contrary contained in this Section 3.11)3.5, no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) and provided no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant Borrower's obligations to make payments to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant Escrow Fund shall be deemed satisfied to the terms hereofextent that sufficient funds are deposited in the Lockbox Account to satisfy such obligations on the date such payment is required, and regardless of whether any such Taxes amounts are current, then Borrower shall not be required to make monthly payments into the Escrow Fundso applied by Lender.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender Except as otherwise stated in escrowthis paragraph, Borrower shall, or shall cause the other Credit Parties to, pay to Lender on the first day of each calendar month (ay) one-twelfth of an amount which would be sufficient to pay the Taxes payabletaxes payable with respect to each Property, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (bz) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due for the renewal of the coverage afforded required by the Policies Lender upon the expiration thereof (the amounts in (ay) and (bz) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note Loan Documents shall be added together and shall be paid as an aggregate sum by Borrower the Credit Parties to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes taxes and Insurance Premiums insurance premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofeach Credit Party. If the amount of the Escrow Fund shall exceed the amounts due for Taxes taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereofinsurance premiums, Lender shall, in its discretion, return any excess to Borrower the Credit Parties or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the each Property. If the Escrow Fund is not sufficient to pay the items set forth in (ay) and (bz) above, Borrower shall, or shall cause the Credit Parties to, promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined The Escrow Fund shall be deposited in Section 3.11), no earnings or an interest-bearing account and any interest on the Escrow Fund shall be payable to Borroweraccrue for the benefit of the Credit Parties and shall remain in and constitute part of the Escrow Fund. Notwithstanding the foregoing, the Credit Parties shall not be required to contribute to the Escrow Fund so long as (i) no Event of Default has occurred shall have occurred, and is continuingprovided Borrower satisfies the following: Borrower shall, and shall cause the other Credit Parties to, furnish to Lender satisfactory evidence of (i) the renewal of insurance policies required by Lender prior to expiration of such insurance policies, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms payment of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereininsurance premiums within ten (10) days of Lender's request therefor, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant payment of taxes prior to the terms same becoming delinquent. Upon notice from Lender of Section 3.4 hereof and Insurance Premiums in accordance with an Event of Default or the terms failure of the last sentence Credit Parties to provide satisfactory evidence of Section 3.3(b) hereofany of the foregoing, directly pursuant to the terms hereofBorrower shall, and such Taxes are currentshall cause the other Credit Parties to, then Borrower shall not be required begin to make monthly payments deposit into the Escrow FundFund as described in this paragraph beginning on the first (1st) day of the month immediately following the date of such notice.

Escrow Fund. In addition [At the option of Lender] Borrower shall establish with Lender an Escrow Fund sufficient to discharge Borrower’s obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower to Lender on the date hereof of this Security Instrument to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof of them (the initial deposits together with the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments payment of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof3.4. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof3.4, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11)Law, no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition The parties acknowledge that each of General Xxxxx and Diageo has agreed at Closing to deliver to the initial deposits with respect Trustee, reporting to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof FTC, $5,000,000 ($10,000,000 in the aggregate) in cash to be held by Lender in escrowthe Trustee pursuant to an escrow agreement between the Trustee, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payableGeneral Xxxxx, or estimated by Lender to be payable, during the next ensuing twelve (12) months Diageo and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof Buyer (the amounts in "Escrow Agreement"). The Escrow Agreement shall provide that the Trustee shall deposit such funds into an interest-bearing account (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees ) to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authoritybe used in a manner consistent with this Section 7.16. The Escrow Agreement shall provide that funds from the Escrow Fund and the payments (including earnings, but excluding costs of interest or principal or both, payable pursuant to the Note shall be added together and administration which shall be paid from the Escrow Fund) shall be made available to reimburse Buyer for the costs of either (i) Buyer's restructuring or anticipated restructuring of the composition of its selling organization in order to assume directly any part of the responsibilities currently performed by the sales force of Pillsbury or (ii) Buyer's need to finance changes in Buyer's operations of the businesses that Buyer is acquiring pursuant to this Agreement, which changes were unforeseen as an aggregate sum by Borrower of the Closing Date. Buyer shall (A) maintain records relating to Lender. Provided there are and sufficient amounts to identify all expenditures and costs and recipients of expenditures or anticipated expenditures and costs and recipients of expenditures related to Buyer's restructuring or anticipated restructuring of the composition of its selling organization as described in subpart (i) in the Escrow Fund immediately preceding sentence or Buyer's need to finance changes in Buyer's operations of the businesses as described in subpart (ii) of the immediately preceding sentence and no Event (B) make available such records upon request to the Trustee or to representatives of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf FTC. To obtain release of Borrower by applying funds from the Escrow Fund Fund, Buyer shall make a written request to the payments Trustee, state the amount of such Taxes funds requested, provide a description of how the expenditures and Insurance Premiums required costs for which release of funds is sought were incurred or are anticipated to be made by Borrower pursuant to Sections 3.3 incurred, and 3.4 hereof. If include an attestation that the amount release will not be inconsistent with the use of the Escrow Fund permitted by this Section 7.16. The Trustee shall exceed have full authority to review the amounts due written request submitted by the Buyer, request any additional information that may be necessary to determine whether the conditions imposed in this Section 7.16 for Taxes release have been met, and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made report to the Escrow Fund. In allocating such excessFTC; PROVIDED, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveHOWEVER, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), that no earnings or interest on funds from the Escrow Fund shall be payable paid without approval by the Trustee. The Trustee shall (X) not disclose any information received from Buyer to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuingGeneral Xxxxx or Diageo, (iiY) PETsMART or an Acceptable Replacement Tenant is not in default under the terms maintain records of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereinall -68- information submitted by Buyer, and (iiiZ) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant make available such records upon request to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms representatives of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower FTC. Funds for reimbursement shall not be required to make monthly payments into made available from the Escrow FundFund for a period of up to five years from the time the Escrow Fund is created at the end of which all funds remaining in the Escrow Fund shall be paid to and shared equally by General Xxxxx and Diageo. The FTC may on its own initiative or at the request of the Trustee issue such additional orders or directions as may be necessary or appropriate to assure compliance with this Section 7.16.

Escrow Fund. In addition to the any initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender the Escrow Fund (defined below) on the date hereof to be held by Lender in escrow(if any), except as provided below, Borrower shall pay to Lender on the first day of each calendar month (a) one-one twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-one twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default existshas occurred and is continuing, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will timely apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretionprovided no Event of Default has occurred and is continuing, promptly return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundBorrower. In allocating disbursing such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower shall not be required to make deposits to the Escrow Fund for Insurance Premiums pursuant to this Section 3.5 so long as (i) no Event of Default has occurred occurs and is continuingcontinuing hereunder, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under Borrower pays all Insurance Premiums by no later than ten (10) Business Days prior to the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereindelinquency thereof, and (iii) PETsMART or an Acceptable Replacement Tenant is paying Borrower provides Lender paid receipts for the Taxes payment of the Insurance Premiums by no later than one (1) Business Day prior to the delinquency thereof. Upon the occurrence of a failure of any of the conditions specified in clauses (i) through (iii) above, Borrower shall, upon Lender’s written demand therefor, commence making the deposits to the Escrow Fund for Insurance Premiums required pursuant to this Section 3.5 commencing with the terms of Section 3.4 hereof next Monthly Payment Date (as defined in the Note), which payments shall continue until Borrower corrects each such failure (at which time any funds remaining in the Escrow Fund and attributable to Insurance Premiums in accordance will be promptly released to Borrower provided no Event of Default is continuing). Borrower shall provide Lender with the terms evidence of the last sentence payment of Section 3.3(bTaxes attributable to the entirety of the FHB Tax Parcel prior to the delinquency thereof. To the extent that Lender is at any time not in receipt of said evidence, Lender may, at its option, (A) hereof, directly pay such sums and/or (B) require Borrower to increase any applicable monthly deposits to the Escrow Fund such that sums on deposit therein are sufficient to pay Taxes attributable to the entirety of the FHB Tax Parcel. Any such sums so paid by Lender pursuant to subsection (A) above shall be deemed protective advances hereunder and shall be added to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.Debt

Escrow Fund. In addition Any such earnings shall be for the benefit of the Borrower, subject to the initial deposits with respect Lender's rights pursuant to Taxes this Agreement. Lender shall not be responsible for any losses resulting from the investment of amounts on deposit in the Tax and Insurance Premiums made by 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 on the date hereof to be held by a security interest in all funds so deposited with Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal purpose of securing the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund")Loan. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as While an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no 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 obligated deemed to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be have been made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount operation of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower law or credit such excess against future payments to be otherwise until actually made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise Borrower shall furnish Lender with bills for the charges for which such deposits are required by Applicable Laws at least thirty (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i30) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant days prior to the terms of Section 3.4 hereof and Insurance Premiums date on which the charges first become payable; provided, that, in accordance with the terms of the last sentence of Section 3.3(bevent that Borrower has not received such bills at least thirty (30) hereof, directly pursuant days prior to the terms hereof, and such Taxes are currentdate on which the charges first become payable, then Borrower shall not 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 required deposited by Borrower before such charges are payable, is insufficient to make monthly payments into pay such charges, Borrower shall deposit any deficiency with Lender immediately upon demand. Lender shall pay such charges when the Escrow Fundamount on deposit with Lender is sufficient to pay such charges and Lender has received a bxxx for such charges.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the such amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note Note, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections Section 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections Section 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveTaxes when due, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowExcept as provided below, Borrower shall pay to Lender on the first day of each calendar month (a) one-one twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-one twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will timely apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, shall promptly return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundBorrower. In allocating disbursing such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower shall not be required to make deposits to the Escrow Fund for Insurance Premiums pursuant to this Section 3.5 so long as (i) no Event of Default has occurred occurs and is continuingcontinuing hereunder, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under Borrower pays all Insurance Premiums by no later than ten (10) Business Days prior to the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereindelinquency thereof, and (iii) PETsMART or an Acceptable Replacement Tenant is paying Borrower provides Lender paid receipts for the Taxes payment of the Insurance Premiums by no later than one (1) Business Day prior to the delinquency thereof. Upon the occurrence of a failure of any of the conditions specified in clauses (i) through (iii) above, Borrower shall, upon Lender’s demand therefor, commence making the deposits to the Escrow Fund for Insurance Premiums required pursuant to the terms of this Section 3.4 hereof and Insurance Premiums in accordance 3.5 commencing with the terms of next Monthly Payment Date (as defined in the last sentence of Section 3.3(b) hereofNote), directly pursuant to the terms hereof, and which payments shall continue until Borrower corrects each such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fundfailure.

Escrow Fund. In addition Upon the occurrence of an Event of Default hereunder, if required by the Lender from time to time, together with the regular monthly payments due to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on under the date hereof to be held by Lender in escrowNote, Borrower the Mortgagor shall pay to the Lender on the first day of each calendar month month: (a) one-twelfth (1/12th) of an amount which would be sufficient to pay the Taxes Impositions payable, or estimated by which the Lender to be payable, during estimates will become payable within the next ensuing twelve (12) months months; and (b) one-twelfth (1/12th) of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the said amounts in (a) and (b) above shall be hereinafter called the "“Escrow Fund"). Borrower agrees to notify Lender immediately of any changes ”.) The Mortgagor hereby pledges to the amountsLender, schedules for the benefit of the Secured Parties, any and instructions for payment of any Taxes and Insurance Premiums of which it has all monies now or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, the Debt. The Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying apply the Escrow Fund to the payments of such Taxes Impositions and Insurance Premiums required to be made by Borrower the Mortgagor pursuant to Sections 3.3 6 and 3.4 hereof7 of this Mortgage. If the amount of the Escrow Fund shall exceed the amounts due for Taxes Impositions and Insurance Premiums pursuant to Sections 3.3 6 and 3.4 7 hereof, the Lender shall, in its discretion, return any excess to Borrower the Mortgagor or credit such the excess against future payments to be made to the Escrow Fund. In allocating such excess, the Lender may deal with the person shown on the Lender’s records of Lender to be as the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower the Mortgagor shall promptly pay to the Lender, upon demand, an amount which the Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and Upon the occurrence of an Event of Default hereunder, the Lender may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined apply any sums then present in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms payment of the PETsMART Lease or an Acceptable Replacement Lease beyond following items in any applicable notice and cure periods set forth thereinorder, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its sole discretion:

Escrow Fund. In (a) Subject to subsection (b) below, in addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, if any, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and months, (b) one-twelfth of an amount which would be sufficient to pay the annual Ground Rents during the ensuing twelve (12) months, and (c) one-twelfth of an amount which would be sufficient to pay the annual Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a), (b) and (bc) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes Taxes, Ground Rents and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to Company shall, in the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on Event of Default, at the date hereof to be held by Lender in escrowoption of Mortgagee, Borrower shall pay to Lender Mortgagee on the first day of each calendar month (ai) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender Mortgagee to be payable, during the next ensuing twelve (12) months and (bii) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the said amounts in (ai) and (bii) above shall be hereinafter called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower Company to LenderMortgagee. Provided there are sufficient amounts Company hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying Debt. Mortgagee will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Company pursuant to Sections 3.3 paragraphs 3 and 3.4 hereof4 of this Mortgage. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 paragraphs 3 and 3.4 4 hereof, Lender Mortgagee shall, in its discretion, (1) return any excess to Borrower Company, (2) credit such excess against the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper, or (3) credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Mortgagee may deal with the person shown on the records of Lender Mortgagee to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) paragraphs 3 and (b) 4 above, Borrower Company shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on Upon the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no occurrence of an Event of Default has occurred and is continuing, (iihereinafter defined) PETsMART or an Acceptable Replacement Tenant is not Mortgagee may apply any sums in default under its hands to the terms payment of the PETsMART Lease or an Acceptable Replacement Lease beyond following items in any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums order in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its uncontrolled discretion:

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first tenth day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow FundESCROW FUND"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund bear interest at money market rates selected by Lender and may such interest shall be commingled with added to and become part of the Escrow Fund and disbursed or applied in the same manner and subject to the same terms and conditions as all other monies held by Lenderfunds in the Escrow Fund, as more particularly described above. Unless otherwise required by Applicable Laws (defined in Section 3.11), no All earnings or interest on the Escrow Fund shall be payable taxed as income of the Borrower and shall be for the benefit of Borrower, subject to BorrowerLender's rights pursuant to this Agreement. Lender shall not be responsible for any specific level or percentage of earnings on such investment. Borrower shall be responsible for the costs associated with administering the Escrow Fund, and such reasonable costs may be credited against such Escrow Fund. Notwithstanding anything to the foregoingcontrary contained in this Section 3.5, so long as (i) and provided no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant Borrower's obligations to make payments to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant Escrow Fund shall be deemed satisfied to the terms hereofextent that sufficient funds are deposited in the Lockbox Account to satisfy such obligations on the date such payment is required, and regardless of whether any such Taxes amounts are current, then Borrower shall not be required to make monthly payments into the Escrow Fundso applied by Lender.

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the first tenth (10th) day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing TAX authority. The Monthly payments to the Escrow Fund as required hereunder and the monthly payments of interest or principal or both, payable pursuant to the Note Note, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to At any time after the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on occurrence of an Event of Default hereunder, upon the date hereof to be held by Lender in escrowrequest of the Collateral Agent, Borrower the Mortgagor shall pay to Lender the Collateral Agent on the first day of each calendar month (a) one-one twelfth of an amount which would be sufficient to pay the Taxes imposed against the Mortgaged Property or any part thereof payable, or estimated by Lender Collateral Agent to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the said amounts in (a) and (b) above shall be hereinafter called the "“Escrow Fund"”). Borrower agrees Mortgagor hereby pledges to notify Lender immediately of Mortgagee any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has all monies now or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying Debt. Collateral Agent will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Mortgagor pursuant to Sections 3.3 and 3.4 hereofthe provisions of this Mortgage. If the amount of the Escrow Fund shall exceed the amounts amount due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereofthe items described, Lender Collateral Agent shall, in its discretion, (1) return any excess to Borrower Mortgagor, (2) credit such excess against the Debt in such priority and proportions as Collateral Agent in its discretion shall deem proper, or (3) credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower Mortgagor shall promptly pay to LenderCollateral Agent, upon demand, an amount which Lender Collateral Agent shall reasonably estimate in good faith as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund fund, and until expended or applied as above provided, any amounts in the Escrow Fund may be commingled with other monies held by Lenderthe general funds of the Collateral Agent and shall constitute additional security for the Debt. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundMortgagor.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall be held in a non-interest bearing account and shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay cover the payment of the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofBorrower. If the amount of the Escrow Fund shall exceed the amounts due reasonably necessary for the payment of Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereofPremiums, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveabove as and when they are due, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Unless otherwise required by applicable state or federal law, the Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11)applicable state or federal law, no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not Upon payment in default under the terms full of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereinDebt, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms full performance of the last sentence of Section 3.3(b) hereofObligations, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into funds remaining in the Escrow Fund, if any, shall be paid to the record owner of the Land encumbered by the lien of this Security Instrument within a reasonable time following the date of such full payment and performance.

Escrow Fund. In addition Pursuant to Section 3.01 of the Merger Agreement, the Escrow Cash and the Escrow Shares of each Indemnifying Stockholder, as applicable, shall be delivered by NetScout (on behalf of the Indemnifying Stockholders) to the initial deposits with respect Escrow Agent as provided below. Escrow Cash in the amount of $10 million shall be delivered by NetScout by wire transfer of immediately available funds promptly after the Closing (and, in any event, no later than the Closing Date) to Taxes an account designated by the Escrow Agent prior to the Closing Date, and Insurance Premiums made the Escrow Shares shall be delivered by Borrower NetScout as soon as practicable after the Closing and in any event within three (3) Business Days after the Closing Date. The Indemnifying Stockholders’ interest in the Escrow Cash and Escrow Shares will not be pro rata as, to Lender on the date hereof extent provided by the Merger Agreement, some Indemnifying Stockholders will not have any rights to be held by Lender in escrowreceive the Escrow Shares. Prior to the Closing Date, Borrower shall pay NetScout and the Stockholders Representatives will deliver to Lender on the first day Escrow Agent a completed version of each calendar month (a) one-twelfth of an amount Attachment A, which would be sufficient to pay will identify the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months name and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal address of the coverage afforded by Indemnifying Stockholders, their percentage interest in the Policies upon the expiration thereof Escrow Cash, Escrow Shares (the amounts in (aif applicable) and (b) above shall be called the "total Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund Shares shall be in the form of a single certificate registered in the name of “Embassy & Co.” as nominee for the Escrow Agent. On the day of receipt of the Escrow Shares and/or the Escrow Cash by the Escrow Agent, the Escrow Agent shall deliver a certificate signed by an authorized representative of the Escrow Agent to each of NetScout and the payments Stockholders Representatives acknowledging receipt of interest or principal or boththe Escrow Shares and/or the Escrow Cash. The Escrow Shares, payable pursuant to the Note shall be added together Escrow Cash and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in any further items deposited into the Escrow Fund and no Event of Default exists, Lender in accordance with the terms hereof are referred to herein as the “Escrow Fund” it being understood that Taxable Income (as defined in Section 4(b)) shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount not constitute part of the Escrow Fund shall exceed for purposes of this Agreement and the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiencyMerger Agreement. The Escrow Fund shall not constitute be held as a trust fund and may shall not be commingled with subject to any lien, attachment, trustee process or any other monies held by Lenderjudicial process of any creditor of any party hereto. Unless otherwise required by Applicable Laws (defined Any Escrow Cash in Section 3.11), no earnings or interest on the Escrow Fund shall be payable invested in accordance with Section 4. The Escrow Agent agrees to Borrower. Notwithstanding hold the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or Escrow Fund in an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant escrow account subject to the terms and conditions of Section 3.4 hereof this Agreement for the benefit of NetScout and Insurance Premiums in accordance with for the terms pro rata benefit of the last sentence of Section 3.3(b) hereofIndemnifying Stockholders according to their percentage interest therein, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.as set forth on Attachment A.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by (a) Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall will pay to Lender on the first day of each calendar month (a) one-twelfth of an amount (the "Escrow Fund") which would be sufficient to pay pay, on the first day of the month preceding the month in which they become due, the Taxes and the premiums on all Policies (the "Premiums") payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund")months. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments payment of such Taxes and Insurance the Premiums which are required to be made paid by Borrower pursuant to Sections 3.3 and 3.4 hereofthe provisions of this Instrument. If the amount of the Escrow Fund shall exceed the amounts due for amount of the Taxes and Insurance the Premiums payable by Borrower pursuant to Sections 3.3 and 3.4 hereofthe provisions of this Instrument, Lender shall, in its discretion, (i) return any excess to Borrower Borrower, or (ii) credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Xxxxxx may deal with the person shown on the records of Lender Xxxxxx to be the owner of the PropertyPremises and Improvements. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveTaxes and/or the Premiums, as the same become payable, Borrower shall promptly pay to Lender, upon demandrequest, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Until expended or applied as above provided, any amounts in the Escrow Fund shall not constitute a trust fund and may be commingled with other monies held the general funds of Lender, shall constitute additional security for the Debt and shall not bear interest. The collection of such deposits by LenderLender shall not relieve Borrower of any of the obligations of Borrower under any provision of this Instrument. Unless otherwise required by Applicable Laws Provided (defined i) there are sufficient amounts in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding not less than thirty (30) days in advance of the foregoingdue date of such payment, so long as (iii) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default exists under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, this Instrument and (iii) PETsMART Lender is not otherwise constrained or an Acceptable Replacement Tenant is paying prohibited from making such payment, Lender shall pay the Taxes pursuant and Premiums as they become due by their respective due dates; further, if such conditions apply and should Lender fail to make such payment on or before the terms delinquency date of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are currentpayment, then Lender shall be responsible for the payment of any interest and penalties arising on account of such failure from and after such date, provided that in the event Borrower receives written notice of such failure to pay, then the liability of Lender for such interest and penalties shall not be required terminate ten (10) days after Xxxxxxxx receives such notice unless Borrower notifies Lender in writing within such ten (10) day period of such failure to make monthly payments into the Escrow Fundpay.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowMortgagor shall, Borrower or shall cause Prime Tenant to, pay to Lender Mortgagee on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes Impositions payable, or estimated by Lender Mortgagee to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the said amounts in (a) and (b) above shall be hereinafter called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower Mortgagor to LenderMortgagee. Provided there are sufficient amounts Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Escrow Fund as additional security for the payment of the Debt. Upon receipt of evidence, satisfactory to Mortgagee, that proves that the Impositions and Insurance Premiums and any other items for which sums have been deposited by Mortgagor into the Escrow Fund have been paid in full,and provided that no Event of Default exists(hereinafter defined) has occurred hereunder, Lender shall be obligated to pay Mortgagee shall, on each January 1 after the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying date hereof credit any excess funds in the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Mortgagee may deal with the person shown on the records of Lender Mortgagee to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower Mortgagor shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and Upon the occurrence of an Event of Default, Mortgagee may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined apply any sums then present in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms payment of the PETsMART Lease or an Acceptable Replacement Lease beyond following items in any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums order in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its uncontrolled discretion:

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on On the date hereof to be held by Lender in escrowhereof, Borrower shall make, or cause to be made, an initial deposit to the Escrow Fund (hereinafter defined) in an amount which, when added to the monthly amounts to be deposited as specified below, will be sufficient in Lender's estimation, to satisfy the next due Taxes and Other Charges and the next due Insurance Premiums. Borrower shall thereafter pay to Lender on the first (1st) day of each calendar month for deposit into escrow, sufficient funds (aas estimated from time to time by Lender) one-twelfth of an amount which would be sufficient to permit Lender to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay Other Charges and the Insurance Premiums payable at least thirty (30) days prior to the due for the renewal of the coverage afforded by the Policies upon the expiration date thereof (the foregoing amounts in (a) and (b) above shall be called being hereinafter collectively referred to as the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments monthly installments of principal and interest or principal or both, payable pursuant to under the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts The Escrow Fund shall be held in an account in Lender's name, and Borrower hereby pledges and grants to Lender a security interest in any and all monies now or hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, the Debt. Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 4.3 and 3.4 4.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums and Other Charges pursuant to Sections 3.3 4.3 and 3.4 4.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) Taxes and (b) aboveOther Charges and the Insurance Premiums when the same are due and payable, Borrower shall promptly pay to Lender, upon within fifteen (15) days following demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Upon the occurrence of an Event of Default, Lender may apply any sums then comprising the Escrow Fund to the payment of the Debt in any order in its sole discretion. Until expended or applied as above provided, any amounts in the Escrow Fund shall constitute additional security for the Debt. To the extent permitted by applicable law, the Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition At the Effective Time, the Company's stockholders will be deemed to have consented to the initial deposits deposit of the Escrow Amount with respect to Taxes and Insurance Premiums made by Borrower to Lender the Escrow Agent upon payment of the 90th Day Parent Obligation on the date hereof Second Payment Date without any act required on the part of such stockholders. Upon payment of the 90th Day Parent Obligation on the Second Payment Date, the Escrow Amount, without any act required on the part of any stockholder, will be deposited with the Escrow Agent, such deposit to constitute an escrow fund (the "ESCROW FUND") to be held governed by Lender the terms set forth herein and at Parent's cost and expense. The pro rata portion of the Escrow Amount to which each stockholder of the Company shall be entitled upon distribution of the remaining Escrow Amount, if any, at the termination of the Escrow Period shall be in escrowproportion to the Merger Consideration to which such holder would otherwise be entitled under Section 1.6 as set forth on Schedule 2.2. The Escrow Amount shall be contributed entirely out a portion of the Secondary Merger Consideration issuable upon the Merger in respect of the Company Capital Stock; provided, Borrower shall pay to Lender on however that in the first day case of Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx, 50% of each calendar month (a) one-twelfth of an amount which would individual's contribution to the Escrow Amount shall be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal contributed from such holder's portion of the coverage afforded by Holdback Amount and all references herein to deposits to or withdrawals from the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes Fund or relating to the Escrow Amount for such individuals shall include such amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund is available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the payments Surviving Corporation) directly or indirectly as a result of interest any inaccuracy or principal breach of a representation or bothwarranty of the Company contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement , payable or any failure by the Company to perform or comply with any covenant contained herein. The Escrow Fund shall be the sole and exclusive remedy to compensate Parent, its officers, directors, or affiliates (including the Surviving Corporation) for any Losses, except in the case of fraud or intentional misrepresentation. The maximum amount of Losses for which each stockholder of the Company shall be liable is such stockholder's proportionate amount of the Escrow Fund based on the percentage of Merger Consideration received by such stockholder. In the event any payment pursuant to the Note indemnity obligations of the stockholders of the Company set forth in this Agreement is required to be made, each stockholder will satisfy such payment by forfeiture of its proportionate share of the Escrow Fund. Parent shall not be added together and shall be paid as an aggregate sum by Borrower entitled to Lender. Provided there are sufficient receive any amounts in from the Escrow Fund unless and no Event until Parent shall have delivered an Officer's Certificate (as defined in Section 6.2(d)) identifying the Losses. Notwithstanding anything to the contrary, neither Parent or any of Default exists, Lender its affiliates shall be obligated have any right to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying compensation from the Escrow Fund unless and until the aggregate Losses exceed an aggregate of Five Thousand Dollars ($5,000) (the "DEDUCTIBLE"), in which event Parent shall be entitled to compensation from the Escrow Fund only to the payments extent to which the amount of Losses exceed $5,000 (and not the initial $5,000 of Losses), provided, however, that any Losses incurred in connection with the Company's use of commercial software in a production environment that has not been appropriately licensed shall not be subject to the Deductible and Parent shall be entitled to recovery of any and all such Taxes and Insurance Premiums required Losses up to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made without regard to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundDeductible.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay cover the payment of the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereofBorrower. If the amount of the Escrow Fund shall exceed the amounts due reasonably necessary for the payment of Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereofPremiums, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveabove as and when they are due, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Unless otherwise required by applicable state or federal law, the Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11)applicable state or federal law, no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not Upon payment in default under the terms full of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereinDebt, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms full performance of the last sentence of Section 3.3(b) hereofObligations, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into funds remaining in the Escrow Fund, if any, shall be paid to the record owner of the Land encumbered by the lien of this Security Instrument within a reasonable time following the date of such full payment and performance.

Escrow Fund. (a) In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition At the option of Lender after Borrower has failed to timely pay Insurance Premiums, Taxes or Other Charges, Borrower shall establish with Lender an Escrow Fund sufficient to discharge Borrower's obligations for the initial deposits with respect to payment of Insurance Premiums, Taxes and Other Charges pursuant to Sections 3.1 and 3.2 hereof. Initial deposits of Taxes, Insurance Premiums and Other Charges, plus a two month reserve of each, shall be made by Borrower to Lender on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes and Other Charges payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts initial deposits together with the amount in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Taxes, Insurance Premiums and Other Charges of which it has or obtains knowledge of and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note Note, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Taxes, Insurance Premiums and Other Charges as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments payment of such Taxes and Taxes, Insurance Premiums and Other Charges required to be made by Borrower pursuant to Sections 3.3 3.1 and 3.4 hereof3.2. If the amount of the Escrow Fund shall exceed the amounts amount due for Taxes and Insurance Premiums pursuant to Sections 3.3 3.1 and 3.4 hereof3.2, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11)Law, no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "“Escrow Fund"”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.to

Escrow Fund. In addition (a) At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts reasonably determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the first day of payment date as set forth in the Note on each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to promptly notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the The Escrow Fund shall be payable to Borrower. Notwithstanding held by Lender in an escrow account bearing interest at the foregoingbank monitor rate, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant with interest accruing to the terms benefit of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundBorrower.

Escrow Fund. In addition to the any initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender the Escrow Fund (defined below) on the date hereof to be held by Lender in escrow(if any), except as provided below, Borrower shall pay to Lender on the first day of each calendar month Monthly Payment Date (a) one-one twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months (such Taxes, the “Applicable Taxes”) and (b) one-one twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (such Insurance Premiums, the “Applicable Insurance Premiums”), which such amounts in (a) and (b) above so paid to Lender shall be called held in an account with Lender or Servicer, with such amounts and such account each being referred to herein as the "“Escrow Fund")”. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default existsis continuing, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will timely apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Applicable Taxes and Applicable Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretionprovided no Event of Default is continuing, promptly return any excess to Borrower or credit such excess against future payments to be made to the Escrow FundBorrower. In allocating disbursing such excess, Lender may deal with the person Person shown on the records of Lender to be the owner of the Property. If If, at any time, Lender determines that the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) aboveany Applicable Taxes and/or Applicable Insurance Premiums, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower shall not be required to make deposits to the Escrow Fund for Applicable Insurance Premiums and Applicable Taxes pursuant to this Section 3.5 so long as (i) no Event of Default has occurred occurs and is continuingcontinuing hereunder, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth thereinsolely with respect to Applicable Taxes, and no Trigger Period (as defined on Exhibit A hereof) exists, (iii) PETsMART Borrower pays all Insurance Premiums and Taxes by no later than five (5) Business Days prior to the delinquency thereof and (iv) Borrower provides Lender paid receipts for the payment of the Insurance Premiums and Taxes by no later than one (1) Business Day prior to the delinquency thereof. Upon the occurrence of a failure of any of the conditions specified in clauses (i) through (iv) above (as applicable), Borrower shall, upon Lender’s written demand therefor, (A) pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly deposits to the Escrow Fund for, as applicable, Applicable Insurance Premiums and Applicable Taxes, shall be sufficient to pay, as applicable, the Applicable Insurance Premiums and the Applicable Taxes and (B) commence making the deposits to the Escrow Fund for, as applicable, Applicable Insurance Premiums and Applicable Taxes required pursuant to this Section 3.5 commencing with the next Monthly Payment Date, which payments shall continue for the remainder of the term of the Loan unless (x) the trigger event for such obligation was an Event of Default or Trigger Period (other than a Trigger Period caused as a result of an Acceptable Replacement Tenant Event of Default) (such trigger event, an “Escrow Trigger Event”), (y) the related Escrow Trigger Event is paying no longer continuing and (z) not more than one (1) Escrow Trigger Event has occurred during the term of the Loan, whereupon Borrower’s obligation to make deposits to the Escrow Fund for, as applicable, Applicable Insurance Premiums and Applicable Taxes pursuant to the terms of this Section 3.4 hereof 3.5 will again be suspended and any funds then held by Lender for payment of, as applicable, Applicable Insurance Premiums and Applicable Taxes shall be released to Borrower for use in accordance with paying the terms of the last sentence of Section 3.3(b) hereofnext installment of, directly pursuant to the terms hereofas applicable, Applicable Insurance Premiums and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundApplicable Taxes.

Escrow Fund. In addition At the option of Lender, Lender may require Mortgagor to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower Mortgagor to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower Mortgagor shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower Mortgagor agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower Mortgagor by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Mortgagor pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower Mortgagor shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws Law (defined in Section 3.113.0), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundMortgagor.

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws Law (defined in Section 3.113.10), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition If an Event of Default (hereinafter defined) ----------- shall have occurred and be continuing, at the option of Lender, evidenced by a written notice thereof to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowBorrower, Borrower shall thereafter pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). So long as the Escrow Fund is in effect, Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal principal, or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in So long as the Escrow Fund and no Event of Default existsis in effect, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If , and if the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in clauses (a) and (b) of this Section 3.5 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies moneys held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Xxxxxx may deal with the person shown on the records of Lender Xxxxxx to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderXxxxxx. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant anything to the terms of contrary in this Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof3.5, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make the monthly payments deposit into the Escrow FundFund for Insurance Premiums so long as no Event of Default shall have occurred and all insurance coverages and requirements under Section 3.3 are provided under a "blanket" insurance policy.

Escrow Fund. In addition At the option of Beneficiary, Beneficiary may require Grantor to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower Grantor to Lender Beneficiary in amounts determined by Beneficiary in its discretion on the date hereof to be held by Lender Beneficiary in escrow. Additionally, Borrower Grantor shall pay to Lender Beneficiary on the first tenth (10th) day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender Beneficiary to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower Grantor agrees to notify Lender Beneficiary immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender Beneficiary or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing Tax authority. The Monthly payments to the Escrow Fund as required hereunder and the monthly payments of interest or principal or both, payable pursuant to the Note Guaranty, shall be added together and shall be paid as an aggregate sum by Borrower Grantor to LenderBeneficiary. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender Beneficiary shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower Grantor by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Grantor pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender Beneficiary shall, in its discretion, return any excess to Borrower Grantor or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Beneficiary may deal with the person shown on the records of Lender Beneficiary to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower Grantor shall promptly pay to LenderBeneficiary, upon demand, an amount which Lender Beneficiary shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundBeneficiary.

Escrow Fund. In addition to At the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowEffective Time, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal without any act of the coverage afforded by Company or any Stockholder, Parent will deposit the Policies upon the expiration thereof Escrow Amount into an escrow account with Xxxxx Fargo Bank, N.A. (the amounts in (a) “Escrow Agent”), such deposit to establish and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to constitute the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund be governed by the terms set forth in this Section 7.2 and may an escrow agreement substantially in the form attached hereto as Exhibit K (the “Escrow Agreement”). Parent shall pay one-half of the costs and expenses related to the establishment and maintenance of the Escrow Fund and the Escrow Stockholders shall pay one-half of such costs and expenses. The cash portion of the Escrow Amount shall be commingled with deposited into an interest bearing account and any interest earned thereon shall be added to the Escrow Fund and available to cover Losses of Parent and its affiliates hereunder. Any distributions on the shares of Parent Common Stock held in the Escrow Fund other monies than regular cash dividends shall be held by Lenderthe Escrow Agent and shall be deemed attached to the shares of Parent Common Stock to which they pertain. Unless otherwise required by Applicable Laws (defined in Section 3.11)For applicable income tax purposes, no earnings any dividends, interest or interest other income earned on the Escrow Fund shall be payable treated as income of the Escrow Stockholder on whose behalf such securities or assets giving rise to Borrowersuch interest or other income, as the case may be, are being held. Notwithstanding The Escrow Stockholders shall not have the foregoingright to sell, transfer, pledge, hypothecate or otherwise dispose of any cash or securities held in the Escrow Fund or any interest therein for so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not they are held in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund. Each Escrow Stockholder shall be entitled to vote the shares of Parent Common Stock held in the Escrow Fund for so long as they are held by the Escrow Agent, pro rata based on the value of the shares of Parent Common Stock deposited in the Escrow Fund on behalf of such Escrow Stockholder. For purposes of determining the value of any shares of Parent Common Stock included in the Escrow Fund, each such share shall be deemed to have a value equal to the Average Price. Any amounts distributed to Parent from the Escrow Fund pursuant to this Article VII shall be taken pro rata from the value of the amount in the Escrow Fund on account of each Escrow Stockholder (valuing any shares of Parent Common Stock at the Average Price), first from the cash included in the Escrow Fund on account of such Escrow Stockholder and second from any shares of Parent Common Stock held in the Escrow Fund on account of such Escrow Stockholder.

Escrow Fund. In addition to Mortgagor shall, at the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrowoption of Mortgagee, Borrower shall pay to Lender Mortgagee on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender Mortgagee to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the said amounts in (a) and (b) above shall be hereinafter called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower Mortgagor to LenderMortgagee. Provided there are sufficient amounts Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Escrow Fund and no Event as additional security for the payment of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying Debt. Mortgagee will apply the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower Mortgagor pursuant to Sections 3.3 paragraphs 3 and 3.4 4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 paragraphs 3 and 3.4 4 hereof, Lender Mortgagee shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Mortgagee may deal with the person shown on the records of Lender Mortgagee to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower Mortgagor shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and Upon the occurrence of an Event of Default (hereinafter defined) Mortgagee may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined apply any sums then present in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms payment of the PETsMART Lease or an Acceptable Replacement Lease beyond following items in any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums order in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.its uncontrolled discretion:

Escrow Fund. In addition to the initial deposits with respect to Taxes Taxes, Premiums and Insurance Premiums Other Charges made by Borrower to Lender on the date hereof to be held by Lender in escrowaccordance with the Lockbox Agreement, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and months, (b) one-one- twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof and (c) one-twelfth of an amount which would be sufficient to pay the Other Charges payable, or estimating by Lender to be payable, during the next ensuing twelve (12) months (the amounts in (a), (b) and (bc) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Taxes, Insurance Premiums and Other Charges of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authorityauthority or other appropriate party. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying will apply the Escrow Fund to the payments of such Taxes and Taxes, Insurance Premiums and Other Charges required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Taxes, Insurance Premiums and Other Charges pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in clauses (a), (b) and (bc) of this Section 3.5 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no No earnings or on interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes The Escrow Fund shall be established pursuant to the terms and provisions of Section 3.4 hereof and Insurance Premiums in accordance with the Lockbox Agreement. In the event of any inconsistency between the terms and provisions of this Section 3.5 and the terms and provisions of the last sentence of Section 3.3(b) hereofLockbox Agreement, directly pursuant to the terms hereof, and such Taxes are current, then Borrower provisions of the Lockbox Agreement shall not be required to make monthly payments into the Escrow Fundcontrol.

Escrow Fund. In addition At the option of Lender, Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the initial payment of Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits with respect to of Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on each Payment Date (as defined in the first day of each calendar month Note) (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the initial deposits together with the amounts in (ain'(a) and (b) above shall be called the "Escrow Fund").. The foregoing and anything herein to the contrary notwithstanding, contemporaneously with the execution hereof, Xxxxxxxx shall deliver into escrow with Xxxxxx a sum equal to twenty-five percent (25%) of the annual Insurance Premiums, as determined by Xxxxxx in Xxxxxx's sole and absolute discretion. On an annual basis, Lender may reasonably adjust the amount of the deposit required by the immediately preceding sentence and, within thirty (30) days after written notice from Lender, Borrower shall deposit with Lender any additional amount required in connection with such adjustment. Lender will waive the requirement that Borrower make monthly installments for the payment of Insurance Premiums, provided that (a) no Event of Default has occurred and (b) not later than fifteen (15) days prior to the expiration date of any Policy, Borrower provides to Lender evidence of insurance, including evidence of payment, for the next succeeding twelve (12) month period. Xxxxxxxx agrees to notify Lender Xxxxxx immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains obtained knowledge and authorizes Lender or its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing .tax authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender Xxxxxx may deal with the person shown on the records of Lender Xxxxxx to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow FundXxxxxx.

Escrow Fund. In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise otherwise. required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART Fleming or an Acceptable Replacement Tenant is not in default under the terms xxx xxxms of the PETsMART Fleming Lease or an Acceptable Replacement Lease beyond any Lease, as applicable, beyxxx xxx applicable notice and cure periods set forth therein, and (iii) PETsMART Fleming or an Acceptable Replacement Tenant is paying the Taxes pursuant to pursxxxx xx the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.