Common use of Escrow Fund Clause in Contracts

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes 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 Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender.

Escrow Fund. 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 the amounts set forth in this subsection shall establish a fund be called the (“Escrow Fund”) sufficient to 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 for taxes, premiums, and maintenance shall be made by Borrower to Lender in amounts determined by Lender in its sole and exclusive discretion on the date hereofhereof to be held in Lender’s Escrow Fund. Additionally, Borrower shall pay to Lender or its designee on the first day of each calendar month occurring after the date hereof one-month: (a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes taxes payable, or estimated by Lender to be payablepayable (if greater), upon the due dates established by the appropriate taxing authority(ies) authority during the next ensuing twelve (12) 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 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 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 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 Real Property Taxes taxes, insurance premiums, and CAM of which Borrower it has obtained knowledge and expressly authorizes Lender or its agent designee to obtain the bills for Real Property Taxes taxes and other charges directly from the appropriate 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 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 Real Property Taxes taxes, insurance premiums and CAM as they become due on their respective due dates on behalf of Borrower by applying amounts in the Escrow Fund to the payments payment of such Real Property Taxestaxes, insurance premiums, and CAM required to be made by Borrower hereunder. If the amount of the Escrow Fund exceeds shall not be sufficient to pay the amounts due for Real Property Taxestaxes, Lender mayinsurance premiums, 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 aboveand CAM 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 such 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 required by applicable Law, no No interest or earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderEscrow Fund.

Escrow Fund. At any time after an Event of Default (as defined in the Lease) has occurred, or if a Credit Rating Downgrade has occurred, Borrower shall establish a fund (“Escrow Fund”) sufficient must pay or must cause Tenant to 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after Tax and Insurance Reserve Fund Payment due under the date hereof 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 Escrow Fund, 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 Insurance Premiums due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthson such Policies. Borrower agrees pledges to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts hereafter deposited in the Escrow Fund and no Event of Default exists, Lender shall as additional security to pay the Real Property Taxes 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 amounts in the Lease. Lender will apply the Escrow Fund to the payments of such Real Property Taxespay Taxes and Insurance Premiums required to be paid pursuant to Sections 4.01 and 4.02 hereof. If the amount of the Escrow Fund exceeds the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender may, 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 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 aboveTaxes and Insurance 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 such the deficiency. Subject to Tenant's rights set forth in subparagraph 13(e) of the Lease, if an Event of Default exists, Lender may apply any sums then on deposit in the Escrow Fund to pay the following items in any order in its sole discretion: (i) Taxes and Impositions and Insurance Premiums; (ii) Interest on the unpaid principal balance of the Note; (iii) Amortization of the unpaid principal balance of the Note; or (iv) All other sums payable pursuant to the Loan Documents, including, Protective Advances made by Lender. Until expended or applied as above provided, any amounts in the Escrow Fund will constitute additional security for the Debt. The Escrow Fund shall will not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund will be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be payable to Borrower or any other Person. In the events 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 disbursed according to the applicable Governmental Authority, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% terms of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderLease.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient At any time that Tenant is obligated under the Lease to pay the Tax and dischargeInsurance Reserve Fund Payment, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay or cause Tenant to pay same. Additionally, if at any time under the Lease, Borrower is obligated to return to Tenant any amounts in the Escrow Fund, Lender on shall release such amounts from the first day Escrow Fund to Tenant in accordance with the terms of each calendar month occurring after the date hereof 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 Escrow Fund, one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payableInsurance Premiums due on such Policies. The Escrow Fund, if any, and the payments of interest or estimated principal or both, payable pursuant to the Note, will be added together and must be paid as an aggregate sum by Lender Borrower to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsLender. Borrower agrees pledges to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts hereafter deposited in the Escrow Fund and no Event of Default exists, Lender shall as additional security to pay the Real Property Taxes 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 amounts in the Lease. Lender will apply the Escrow Fund to the payments of such Real Property Taxespay Taxes and Insurance Premiums required to be paid pursuant to Sections 4.01 and 4.02 hereof. If the amount of the Escrow Fund exceeds the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender may, 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 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 aboveTaxes and Insurance 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 such the deficiency. Subject to Tenant’s rights set forth in subparagraph 13(e) of the Lease, if an Event of Default exists, Lender may apply any sums then on deposit in the Escrow Fund to pay the following items in any order in its sole discretion: (i) Taxes and Impositions and Insurance Premiums; (ii) Interest on the unpaid principal balance of the Note; (iii) Amortization of the unpaid principal balance of the Note; or (iv) All other sums payable pursuant to the Loan Documents, including,’ Protective Advances made by Lender. Until expended or applied as above provided, any amounts in the Escrow Fund will constitute additional security for the Debt. The Escrow Fund shall will not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall will be payable or credited to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the PropertyTaxes and, all taxesif applicable, 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first tenth day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower shall establish a fund At the Effective Time, without any act of any Stockholder, Parent will deposit the Escrow Amount into an escrow account with ▇▇▇▇▇ Fargo Bank, National Association, or such other escrow agent as may be reasonably acceptable to Parent and the Company or the Stockholder Agent (the “Escrow FundAgent”) sufficient to 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 such deposit to establish 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes 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 Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such 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 required by For applicable Lawincome tax purposes, no earnings any shares of Parent Common Stock or securities distributed in respect thereof shall be treated as owned by, and any dividends, interest or 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 Borrower such interest or other income, as the case may be, are being held. The Stockholders 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 other Personinterest therein for so long as they are held in the Escrow Fund. In the events 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, the Lender (y) Each Stockholder shall be entitled (but not required) to pay same and/or (z) may require vote the Borrower 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 pay have a value equal to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderAverage Closing Price.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 [At the option of Lender), municipal charges, governmental impositions and other charges, including vault charges and license fees ] Borrower shall establish with Lender an Escrow Fund sufficient to discharge Borrower’s obligations for the use payment of vaults, chutes Insurance Premiums and similar areas adjoining the Land (“Real Property Taxes”)Taxes pursuant to Sections 3.3 and 3.4. Initial deposits of Real Property Taxes and Insurance Premiums shall be made by Borrower to Lender in amounts determined on the date of this Security Instrument to be held by Lender in its discretion on the date hereofescrow. Additionally, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax 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 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 payment of such Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, in its discretion, return any excess to Borrower or credit such excess against future payments Taxes and Insurance Premiums required to be made by Borrower pursuant 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund Sections 3.3 and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender3.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax 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 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 Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such 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 LawApplicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) Fleming or any other Person. In an Acceptable Replacement Tenant is not in default under ▇▇▇ ▇▇▇ms of the events that (a) water and/or sewer charges are assessed against the Property on a metered basis Fleming Lease or an Acceptable Replacement Lease, as applicable, bey▇▇▇ ▇▇▇ applicable notice and cure periods set forth therein, and (biii) Fleming or an Acceptable Replacement Tenant is paying the Borrower fails to timely pay such charges Taxes purs▇▇▇▇ ▇▇ 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 applicable Governmental Authority, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lenderterms hereof, and the such Taxes are current, then Borrower shall immediately pay such sum not be required to make monthly payments into the 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 any amounts due and owing to the LenderEscrow Fund.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, with respect any initial deposits to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance Escrow Fund (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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion defined below) on the date hereof. hereof (if any), except as provided below, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-(a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or reasonably estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the 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 no Event of Default existshas occurred and is continuing, Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will timely apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower or any other Person. In shall not be required to make deposits to the events that Escrow Fund for Insurance Premiums pursuant to this Section 3.5 so long as (ai) water and/or sewer charges are assessed against no Event of Default occurs and is continuing hereunder, (ii) Borrower pays all Insurance Premiums by no later than ten (10) Business Days prior to the Property on a metered basis delinquency thereof, and (biii) Borrower provides Lender paid receipts for the 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 fails shall, upon Lender’s written demand therefor, commence making the deposits to timely the Escrow Fund for Insurance Premiums required pursuant to this Section 3.5 commencing with the 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 will be promptly released to Borrower provided no Event of Default is continuing). Borrower shall provide Lender with evidence of the payment of Taxes 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) pay such charges sums and/or (B) require Borrower to increase any applicable monthly deposits to the applicable Governmental Authority, 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 (yA) above shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay deemed protective advances hereunder and shall be added to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender.Debt

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”a) sufficient to 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower Mortgagor shall pay to Lender Mortgagee on the closing date and thereafter monthly on the first (1st) day of each calendar month occurring after the date hereof month: (a) one-twelfth (1/121/12th) of an amount which would be sufficient to pay the Real Property Taxes and Other Charges payable, or reasonably estimated by Lender Mortgagee 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 (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, collectively, the "ESCROW FUND"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the monthly installments of Default exists, Lender principal and interest payable under the Note shall pay the Real Property Taxes be added together and shall be paid as they become due on their respective due dates on behalf of Borrower an aggregate sum by applying amounts in Mortgagor to Mortgagee. Mortgagee will apply the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Mortgagor pursuant to Sections 4 and 5 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 4 and 5 hereof, Lender mayMortgagee 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 such 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 required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events that (a) water and/or sewer charges are assessed against the Property on a metered basis and Mortgagor, unless required by applicable law. (b) Mortgagee shall this day, or as soon hereafter as is practicable, establish and shall thereafter maintain the Borrower fails to timely pay such charges to the applicable Governmental Authorityfollowing interest-bearing escrow accounts at one or more federally insured institutions selected by Mortgagee (collectively, the Lender (y) "ACCOUNTS"), each of which shall be entitled in Mortgagee's name and shall constitute additional security for Loan: (but not requiredi) to pay same and/or Replacement Reserve Account, into which shall be deposited monthly on the first (z1st) may require day of each calendar month: (A) from the Borrower to pay to thirteenth (13th) month of the Lender a sum Loan through the twenty-fourth (24th) month of money the Loan, an amount equal to 150% one-twelfth (1/12th) of two percent (2%) of the Gross Revenues derived from the operation of the Property and (B) thereafter, for the balance of the Loan term, an amount equal to one-twelfth (1/12th) of such charges four percent (annualized4%) of the Gross Revenues derived from the operation of the Property, from which Mortgagor may request withdrawal from time to time on a semi-monthly basis to refurbish, repair or replace specified Personal Property at the Property, all as more particularly set forth in the Replacement Reserve Agreement (the "REPLACEMENT RESERVE ACCOUNT"), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender.; and

Escrow Fund. Borrower (i) At or promptly after the Closing, the Escrow Shares shall establish be registered in the name of, and be deposited with, a fund third party institution satisfactory to Parent and the Company as escrow agent (the “Escrow FundAgent”), such deposit and any Additional Escrow Shares as defined in Section 7.2(a)(ii) sufficient to pay constitute the Escrow Fund and dischargeto be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit F. The Escrow Fund shall be available to compensate Parent pursuant to the indemnification obligations of the Shareholders. In the event Parent issues any Additional Escrow Shares, such shares will be issued in the name of the Escrow Agent and delivered to the Escrow Agent in the same manner as the Escrow Shares delivered at the Closing. (ii) Except for dividends paid in stock declared with respect to the PropertyEscrow Shares (“Additional Escrow Shares”), which shall be treated as Escrow Shares pursuant to this Section 7.2, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance (if Land is located references in a federal special flood hazard area), hazard, liability and other property insurance premiums (at this Section 7.2 to 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 (term “Real Property Taxes”). Initial deposits of Real Property Taxes Escrow Shares” shall be made by Borrower deemed to Lender include any Additional Escrow Shares. Any cash dividends, dividends payable in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, securities 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. Borrower agrees to notify Lender immediately other distributions of any changes kind made in respect of the Escrow Shares will be delivered to the amounts, schedules and instructions for payment Shareholders of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts Company on a pro rata basis based upon their respective interests in the Escrow Fund and no Event at the time of Default existsdistribution (in each case, Lender shall pay such Shareholder’s “Pro Rata Share”). Each Shareholder of the Real Property Taxes as they become due on their respective due dates on behalf Company will have voting rights with respect to such Shareholder’s Pro Rata Share of Borrower by applying amounts the Escrow Shares deposited in the Escrow Fund so long as such Escrow Shares are held in escrow, and Parent will take all reasonable steps necessary to allow the payments exercise of such Real Property Taxesrights. If While the amount Escrow Shares remain in the Escrow Agent’s possession pursuant to this Agreement, each Shareholder of the Company will retain and will be able to exercise all other incidents of ownership of such Shareholder’s Pro Rata Share of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 Shares which are not inconsistent with the Person shown on the records terms and conditions of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderthis Agreement.

Escrow Fund. Borrower Promptly after the Effective Time, Parent shall establish a 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 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”) sufficient to pay be governed by the terms set forth herein. The cash comprising the Escrow Fund and discharge, the Sales Tax Escrow Fund shall be deposited by Parent with respect to each Escrow Participant without any act by them, in accordance with their respective Pro Rata Portions of the Property, all taxes, assessments, non-metered water Escrow Amount 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 Sales Tax Escrow Amount. The Escrow Fund shall be security for the use of vaults, chutes and similar areas adjoining the Land (“Real Property Taxes”)indemnity obligations provided for in Section 7.2 hereof. Initial deposits of Real Property Taxes The Escrow Fund shall be made 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 Lender recovery under this ARTICLE VII. 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 entitled to recovery under this ARTICLE VII solely with respect to any Pre-Closing Sales Taxes in amounts determined by Lender in its discretion on the date hereofVDA States. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts Interests in the Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes 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 Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, 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 or any other Person. In the events that (a) water and/or sewer charges are assessed against Escrow Participants from the Property on a metered basis and (b) the Borrower fails to timely pay such charges to the applicable Governmental AuthorityEscrow Fund, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, Closing Tax Escrow Fund and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderSales Tax Escrow Fund.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Mortgage 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 pay the Real Property Taxes 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 Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, with respect any initial deposits to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance Escrow Fund (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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion defined below) on the date hereof. hereof (if any), except as provided below, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-Monthly Payment Date (a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or reasonably estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths (such Taxes, the “Applicable Taxes”) 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 (such Insurance Premiums, the “Applicable Insurance Premiums”), which such amounts so paid to Lender shall be 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the 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 no Event of Default existsis 9 continuing, Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will timely apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesApplicable Taxes and Applicable Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 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 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower or any other Person. In shall not be required to make deposits to the events that Escrow Fund for Applicable Insurance Premiums and Applicable Taxes pursuant to this Section 3.5 so long as (ai) water and/or sewer charges are assessed against no Event of Default occurs and is continuing hereunder, (ii) solely with respect to Applicable Taxes, no Trigger Period (as defined on Exhibit A hereof) exists, (iii) Borrower pays all Insurance Premiums and Taxes by no later than five (5) Business Days prior to the Property on a metered basis delinquency thereof and (biv) 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 Borrower fails to timely pay trigger event for such charges to the applicable Governmental Authorityobligation was an Event of Default or Trigger Period (other than a Trigger Period caused as a result of an Event of Default) (such trigger event, the Lender an “Escrow Trigger Event”), (y) shall be entitled (but not required) to pay same and/or the related Escrow Trigger Event is no longer continuing and (z) may require not more than one (1) Escrow Trigger Event has occurred during the Borrower term of the Loan, whereupon Borrower’s obligation to pay make deposits to the Lender a sum of money equal to 150% of the amount of such charges (annualized)Escrow Fund for, as determined by Lender on the basis of examination of historical recordsapplicable, current estimated usage or such other data available Applicable Insurance Premiums and Applicable Taxes pursuant to Lender, this Section 3.5 will again be suspended and the Borrower shall immediately pay such sum to the Lender upon demand which any funds shall be then held by Lender for payment of, as applicable, Applicable Insurance Premiums and Applicable Taxes shall be released to Borrower for use in a non-interest bearing account or may be comingled with its general funds and may be used by Lender to pay such outstanding chargespaying the next installment of, held as additional collateral or applied in reduction of any amounts due and owing to the Lender.applicable, Applicable Insurance Premiums

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the PropertyTaxes and, all taxesif applicable, 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to pay and dischargeMortgagor shall, 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)Mortgagee, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender Mortgagee on the first day of each calendar month occurring after the date hereof (a) one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths 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 (said amounts in (a) and (b) above hereinafter called the "Escrow Fund"). Borrower agrees to notify Lender immediately The Escrow Fund and the payments of any changes interest or principal or both, payable pursuant to the amounts, schedules Note shall be added together and instructions for payment of shall be paid as an aggregate sum by Mortgagor to Mortgagee. Mortgagor hereby pledges to Mortgagee any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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 pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in Debt. Mortgagee will apply the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Mortgagor pursuant to paragraphs 3 and 4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to paragraphs 3 and 4 hereof, Lender mayMortgagee 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 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 such the deficiency. Upon the occurrence of an Event of Default (hereinafter defined) Mortgagee may apply any sums then present in the Escrow Fund to the payment of the following items in any order in its uncontrolled discretion: (i) Taxes and Other Charges; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) Amortization of the unpaid principal balance of the Note; (v) All other sums payable pursuant to the Note, this Mortgage and the Other Security Documents, including without limitation advances made by Mortgagee pursuant to the terms of this Mortgage. Until expended or applied as above provided, any amounts in the Escrow Fund shall constitute additional security for the Debt. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderMortgagor.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on On the date hereof, 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 occurring after the date hereof one-twelfth for deposit into escrow, sufficient funds (1/12as estimated from time to time by Lender) of an amount which would be sufficient to permit Lender to pay the Real Property Taxes payable, or estimated by Lender and Other Charges and the Insurance Premiums payable at least thirty (30) days prior to be payable, upon the due dates established date thereof (the foregoing amounts being hereinafter collectively referred to as the "Escrow Fund"). The Escrow Fund and the monthly installments of principal and interest payable under the Note shall be added together and shall be paid as an aggregate sum by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsBorrower to Lender. The Escrow Fund shall be held in an account in Lender's name, and Borrower agrees hereby pledges and grants to notify Lender immediately of a security interest in any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Borrower pursuant to Sections 4.3 and 4.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums and Other Charges pursuant to Sections 4.3 and 4.4 hereof, Lender mayshall, 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 aboveTaxes and Other 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 such 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 required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient Upon the occurrence of an Event of Default hereunder, if required by the Lender from time to pay and dischargetime, together with respect the regular monthly payments due to the PropertyLender under the Note, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower Mortgagor shall pay to the Lender on the first day of each calendar month occurring after the date hereof month: (a) one-twelfth (1/121/12th) of an amount which would be sufficient to pay the Real Property Taxes Impositions payable, or estimated by which the Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during estimate will become payable within the next ensuing twelve (12) months. Borrower agrees ; and (b) one-twelfth (1/12th) of an amount which would be sufficient to notify Lender immediately pay the Insurance Premiums due for the renewal of any changes the coverage afforded by the Policies upon the expiration thereof (said amounts in (a) and (b) above hereinafter called the “Escrow Fund”.) The Mortgagor hereby pledges to the amountsLender, schedules any and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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 pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in apply the Escrow Fund to the payments of such Real Property TaxesImpositions and Insurance Premiums required to be made by the Mortgagor pursuant to Sections 6 and 7 of this Mortgage. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesImpositions and Insurance Premiums pursuant to Sections 6 and 7 hereof, the Lender mayshall, 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 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 such the deficiency. Upon the occurrence of an Event of Default hereunder, the Lender may apply any sums then present in the Escrow Fund to the payment of the following items in any order, in its sole discretion: (i) Impositions; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) All other sums payable to the Lender pursuant to the Note, this Mortgage or otherwise, including, without limitation, advances made by the Lender Until expended or applied as above provided, the amounts in the Escrow Fund shall constitute additional security for the Debt. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by the Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderMortgagor.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient Upon the occurrence of an Event of Default hereunder, if required by the Lender from time to pay and dischargetime, together with respect the regular monthly payments due to the PropertyLender under the Note, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower Mortgagor shall pay to the Lender on the first day of each calendar month occurring after the date hereof month: (a) one-twelfth (1/121/12th) of an amount which would be sufficient to pay the Real Property Taxes Impositions payable, or estimated by which the Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during estimates will become payable within the next ensuing twelve (12) months. Borrower agrees ; and (b) one-twelfth (1/12th) of an amount which would be sufficient to notify Lender immediately pay the Insurance Premiums due for the renewal of any changes the coverage afforded by the Policies upon the expiration thereof (said amounts in (a) and (b) above hereinafter called the “Escrow Fund”.) The Mortgagor hereby pledges to the amountsLender, schedules for the benefit of the Secured Parties, any and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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 pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in apply the Escrow Fund to the payments of such Real Property TaxesImpositions and Insurance Premiums required to be made by the Mortgagor pursuant to Sections 6 and 7 of this Mortgage. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesImpositions and Insurance Premiums pursuant to Sections 6 and 7 hereof, the Lender mayshall, 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 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 such the deficiency. Upon the occurrence of an Event of Default hereunder, the Lender may apply any sums then present in the Escrow Fund to the payment of the following items in any order, in its sole discretion: (i) Impositions; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) All other sums payable to the Lender pursuant to the Note, this Mortgage or otherwise, including, without limitation, advances made by the Lender pursuant to the terms of this Mortgage. Until expended or applied as above provided, the amounts in the Escrow Fund shall constitute additional security for the Debt. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by the Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderMortgagor.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 All moneys 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes 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 Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable deposited by the Trustee at Closing as directed by the Authority. The Trustee shall establish an account in the Escrow Fund for each Series of District Notes of each Participant assigned to Borrower or any other Persona Pool with an Estimated June Deferral Amount (each an “Escrow Account”). In The portion of District Note Proceeds reflecting the events that (a) water and/or sewer charges are assessed against Estimated June Deferral Amounts for such Participant will be sequestered into an Escrow Account held by the Property on a metered basis and (b) Trustee in the Borrower fails name of each Participant. Funds in the Escrow Fund shall be credited to timely pay such charges the Escrow Accounts attributable to the applicable Governmental AuthoritySeries of District Notes in amounts set forth in Schedule III hereto reflecting the Estimated June Deferral Amounts with respect to each such Series A District Note, and as subsequently set forth in the applicable Supplemental Indenture with respect to each Series of Additional District Notes. The amounts on deposit in the Escrow Fund shall be [invested by the Trustee in Permitted Investments] until the Escrow Release Date. Prior to the Escrow Release Date, the Lender (y) Authority will provide the Trustee with instructions indicating the Released Escrow Amounts for each Escrow Account. On the Escrow Release Date, the Trustee shall transfer in the name of the Participant for deposit in its County Treasury Pool the applicable Released Escrow Amount. The amount remaining in each Escrow Account following the Escrow Release Date, if any, shall be entitled (but not required) transferred by the Trustee to pay same and/or (z) may require that Participant’s Payment Account first, as a credit towards the Borrower payment on each Series of District Notes and, second, for payment of corresponding Predefault Obligations and Reimbursement Obligations of or allocable to pay such Participant, and, third, shall be returned to such Participant after the Lender a sum of money equal to 150% last day of the amount last Repayment Period applicable to such Series of District Notes. In addition, with respect to a Participant that has issued several Series of District Notes, the Trustee shall not disburse any moneys from any Escrow Accounts related to such Participant if it has received written notice or actual knowledge that an Event of Default has occurred and is continuing under any Participant Resolution or supplemental Participant Resolution, if any, of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderParticipant.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax 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 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 Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such 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 LawApplicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender.to

Escrow Fund. Borrower Prior to the Closing, Parent, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, National Association (the “Escrow Agent”), and the Securityholder Representative shall establish execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”), and, as promptly as practicable after the Effective Time, Parent or Sub shall deposit with the Escrow Agent, as a withholding from each Company Securityholder immediately prior to the Effective Time, the Indemnity Escrow Amount and the Working Capital Escrow Portion to be held as a trust fund (the “Escrow Fund”) sufficient to 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the The Indemnity Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes 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 Real Property Taxes. If the amount Amount of the Escrow Fund exceeds shall be held in escrow by the amounts due Escrow Agent for Real Property Taxesthe purpose of securing the indemnification obligations set forth in Article VII. The Working Capital Escrow Portion of the Escrow Fund shall be held in escrow by the Escrow Agent for the purpose of securing the working capital adjustments (including adjustments based on a Cash Deficiency), Lender mayif any, to the Adjusted Purchase Price as set forth in its discretionSection 5.16. The Company has delivered a schedule that sets forth the estimated Pro Rata Share of each Company Securityholder (the “Escrow Allocation Schedule”). The Company will amend the Escrow Allocation Schedule as of the Effective Time to reflect any actual adjustments to the Adjusted Purchase Price as required by, return any excess to Borrower or credit such excess against future payments and in accordance with, this Agreement, it being understood that the maximum value of the shares of Parent Restricted Stock to be made withheld and contributed to the Escrow Fund shall be no greater than 18.5% of the combined value of the cash and Parent Restricted Stock withheld and contributed by the Major Common Holders to the Escrow Fund. In allocating such excess, Lender may deal with The value of the Person shown on the records shares of Lender Parent Restricted Stock to be the owner of the Property. If contributed to the Escrow Fund is not sufficient to pay the items set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate be determined as sufficient to make up such deficiencyprovided in Section 1.6(a)(iv). The Escrow Fund shall not constitute be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and may shall not be commingled subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with other monies held by Lenderthe terms of the Escrow Agreement. Unless required by applicable Law, no earnings or interest on A portion of the Escrow Fund shall will be payable to Borrower or any other Person. In treated as imputed interest as required under the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderCode.

Escrow Fund. Borrower (a) At the Closing, the Escrow Shares shall establish a fund be registered in the name of (“Escrow Fund”) sufficient to pay and discharge, with respect to but for 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 areabenefit of the TARGET stockholders), hazardand be deposited with, liability and other property insurance premiums an institution selected by PURCHASER reasonably acceptable to TARGET as escrow agent (at the option of Lender"Escrow Agent"), municipal charges, governmental impositions such deposit 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 shall be made by Borrower any Additional Escrow Shares to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in constitute the Escrow Fund and no Event of Default exists, Lender shall pay to be governed by the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts terms set forth herein and in the Escrow Fund to Agreement in substantially the payments of such Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate form attached hereto as sufficient to make up such deficiencyExhibit 7. The Escrow Fund shall not constitute a trust fund be available to compensate PURCHASER pursuant to the indemnification obligations of the TARGET stockholders. In the event PURCHASER issues any Additional Escrow Shares (as defined below), such shares will be issued in the name of the Escrow Agent (for the benefit of the TARGET Stockholders) and may delivered to the Escrow Agent in the same manner as the Escrow Shares delivered at the Closing. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be commingled treated as Escrow Shares pursuant to Section 11.1(a) hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the holders of the Outstanding TARGET Shares based on each such holder's Pro-Rata Share. Each such holder shall have voting rights with other monies held by Lender. Unless required by applicable Law, no earnings or interest on respect to the Escrow Shares deposited in the Escrow Fund with respect to such holder's Pro-Rata Share so long as such Escrow Shares are held in escrow, and PURCHASER will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement and the Escrow Agreement, the holders of Outstanding TARGET Shares shall retain and shall be payable able to Borrower or any exercise all other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum incidents of money equal to 150% of the amount ownership of such charges (annualized), as determined by Lender on Escrow Shares which are not inconsistent with the basis terms and conditions of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderthis Agreement.

Escrow Fund. Borrower If an Event of Default (hereinafter defined) ----------- shall establish a fund (“Escrow Fund”) sufficient to pay have occurred and dischargebe continuing, 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 chargesevidenced by a written notice thereof to Borrower, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall thereafter pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in 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. So long as the Escrow Fund and no Event of Default existsis in effect, Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property Taxes. If Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof, and if the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies moneys held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the PropertyTaxes and, all taxesif applicable, 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first tenth day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. 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 the amounts set forth in this subsection shall establish a fund (be called the “Escrow Fund”) sufficient to 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 for taxes, premiums, and maintenance shall be made by Borrower to Lender in amounts determined by Lender in its sole and exclusive discretion on the date hereofhereof to be held in Lender’s Escrow Fund. Additionally, Borrower shall pay to Lender or its designee on the first day of each calendar month occurring after the date hereof one-month: (a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) authority during the next ensuing twelve (12) months; (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; and (c) one-twelfth of an amount which would be sufficient to pay all costs associated with assessments and other amounts, if any, owing toTRI Owners Association pursuant to the 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 Real Property Taxes taxes, insurance premiums, and CAM of which Borrower it has obtained knowledge and expressly authorizes Lender or its agent designee to obtain the bills for Real Property Taxes taxes and other charges directly from the appropriate 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 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 Real Property Taxes taxes, insurance premiums and CAM as they become due on their respective due dates on behalf of Borrower by applying amounts in the Escrow Fund to the payments payment of such Real Property Taxestaxes, insurance premiums, and CAM required to be made by Borrower hereunder. If the amount of the Escrow Fund exceeds shall not be sufficient to pay the amounts due for Real Property Taxestaxes, Lender mayinsurance premiums, 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 aboveand CAM herein, Borrower shall promptly pay to top Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such 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 required by applicable Law, no No interest or earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderEscrow Fund.

Escrow Fund. Borrower (a) In the event Mortgagor shall establish a fund (“Escrow Fund”) sufficient at any time fail to pay ----------- any Taxes when due, and discharge, with respect to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance such failure shall continue for a period of fifteen (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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on 15) days after the date hereof. Borrower shall such Taxes were due, Mortgagee may, at its election, require Mortgagor to pay to Lender Mortgagee, on the first day of each calendar month occurring after the date hereof thereafter, one-twelfth (1/121/12th) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months. Borrower agrees months and also provide for an additional reserve equal to notify Lender immediately one- sixth (1/6th) of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain payable (said amounts being hereinafter called the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the "Tax Escrow Fund.") --------------- (b) The Tax Escrow Fund and no Event the payments of Default existsinterest or principal or both, Lender payable pursuant to the Note, shall pay the Real Property Taxes be added together and shall be paid as they become due on their respective due dates on behalf of Borrower an aggregate sum by applying amounts Mortgagor to Mortgagee. Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Tax Escrow Fund as additional security for the payment of the Debt. Mortgagee will apply the Tax Escrow Fund to the payments of such Real Property TaxesTaxes to be made by Mortgagor pursuant to paragraph 4 hereof. If the amount of the Tax Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes pursuant to paragraph 4 hereof, Lender mayMortgagee shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Tax Escrow Fund. In allocating such excess, Lender Mortgagee may deal with the Person person shown on the records of Lender Mortgagee to be the owner of the Mortgaged Property. If the balance in the Tax Escrow Fund on the first day of the month which is one full month prior to the due date of any Taxes is not sufficient to pay the items set forth aboveTaxes, Borrower Mortgagor shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up such the deficiency. Upon the acceleration of the Debt as described in paragraph 25 hereof, Mortgagee may apply any sums then present in the Tax Escrow Fund to the payment of the following items in any order in its sole discretion: (i) Taxes and Other Charges; (ii) Interest on the unpaid principal balance of the Note; (iii) Amortization of the unpaid principal balance of the Note; or (iv) All other sums payable pursuant to the Note, the Credit Agreement, this Mortgage and the other Loan Documents, including without limitation, advances made by Mortgagee pursuant to the terms of this Mortgage. (c) Until expended or applied as above provided, any amounts in the Tax Escrow Fund shall constitute additional security for the Debt. The Tax Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless required by applicable Law, no No earnings or interest on the Tax Escrow Fund shall be payable paid to Borrower or any other PersonMortgagor, unless applicable law requires interest on the Tax Escrow Fund to be paid to Mortgagor. In the events that (a) water and/or sewer charges are assessed against the Property on a metered basis and (b) the Borrower fails to timely pay Any such charges to the applicable Governmental Authority, the Lender (y) required interest shall be entitled (but not required) to pay same and/or (z) may require deposited in the Borrower to pay to Tax Escrow Fund as additional security for the Lender a sum of money equal to 150% payment of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderDebt.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first tenth day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such 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 required by applicable Law, no All earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events that (a) water and/or sewer charges are assessed against the Property on a metered basis and (b) taxed as income of the Borrower fails and shall be for the benefit of Borrower, subject to timely pay Lender's rights pursuant to this Agreement. Lender shall not be responsible for any specific level or percentage of earnings on such charges 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 applicable Governmental Authoritycontrary contained in this Section 3.5, and provided no Event of Default has occurred and is continuing, Borrower's obligations to make payments to the Lender (y) Escrow Fund shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay deemed satisfied to the Lender a sum of money equal extent that sufficient funds are deposited in the Lockbox Account to 150% of the amount of satisfy such charges (annualized), as determined by Lender obligations on the basis date such payment is required, regardless of examination of historical records, current estimated usage or whether any such other data available to Lender, and the Borrower shall immediately pay such sum to the Lender upon demand which funds shall be held amounts are so applied 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 any amounts due and owing to the Lender.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the PropertyTaxes and, all taxesif applicable, 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay or cause to be paid to Lender on the first day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Borrower pursuant to Sections and hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections and hereof, Lender mayshall, 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first fifth (5th) day of each calendar month occurring after during the date hereof one-term of the Loan (a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes and Other Charges payable, or reasonably estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes Taxes, Other Charges and Utility Charges directly from the appropriate tax authoritytaxing authority or utility company. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower shall establish a fund (“The Tax and Insurance Escrow Fund”) sufficient to pay Fund and dischargethe payments of interest or principal or both, with respect payable pursuant to the PropertyNote, all taxes, assessments, non-metered water shall be added together and sewer charges, frontage charges, flood insurance (if Land is located in a federal special flood hazard area), hazard, liability shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the Tax and other property insurance premiums (at the option Insurance Escrow Fund to payments of Lender), municipal charges, governmental impositions Taxes 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 shall Insurance Premiums required to be made by Borrower pursuant to this Agreement and under the Mortgage. In making any payment relating to the Tax and Insurance Escrow Fund, Lender in amounts determined by may do so according to any ▇▇▇▇, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums) or from Borrower without inquiry into the accuracy of such ▇▇▇▇, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof, provided, however, Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-twelfth (1/12) of an amount which would be sufficient use reasonable efforts 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent such real property taxes sufficiently early to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund and no Event benefit of Default exists, Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf any available discounts of Borrower by applying amounts in the Escrow Fund to the payments of such Real Property Taxeswhich it has knowledge. If the amount of the Tax and Insurance Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums, Lender mayshall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Escrow Fund. Any amount remaining in the Tax and Insurance Escrow Fund after the Debt has been paid in full shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Property. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes or Insurance Premiums by the items dates set forth above, Lender shall notify Borrower of such determination and Borrower shall promptly pay increase its monthly payments to Lender, upon demand, an Lender by the amount which that Lender shall reasonably estimate as estimates is sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable deficiency at least thirty (30) days prior to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% delinquency of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage Taxes or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderInsurance Premiums.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to pay and dischargeCompany shall, with respect to in the PropertyEvent of Default, 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)Mortgagee, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender Mortgagee on the first day of each calendar month occurring after the date hereof (i) one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths and (ii) one-twelfth of an amount which would be sufficient to pay the premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (said amounts in (i) and (ii) above hereinafter called the "Escrow Fund"). Borrower agrees to notify Lender immediately The Escrow Fund and the payments of any changes interest or principal or both, payable pursuant to the amounts, schedules Note shall be added together and instructions for payment of shall be paid as an aggregate sum by Company to Mortgagee. Company hereby pledges to Mortgagee any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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 pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in Debt. Mortgagee will apply the Escrow Fund to the payments required to be made by Company pursuant to paragraphs 3 and 4 of such Real Property Taxesthis Mortgage. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property Taxespursuant to paragraphs 3 and 4 hereof, Lender mayMortgagee 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 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 paragraphs 3 and 4 above, Borrower Company shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up such the deficiency. Upon the occurrence of an Event of Default (hereinafter defined) Mortgagee may apply any sums in its hands to the payment of the following items in any order in its uncontrolled discretion: I. Taxes; II. Insurance premiums; III. Interest on the unpaid principal balance of the Note; IV. Amortization of the unpaid principal balance of the Note; V. All other charges payable pursuant to the Note and the Mortgage, including without limitation advances made by Mortgagee pursuant to the terms of this Mortgage. Until expended or applied as above provided, any amounts in the Escrow Fund shall constitute additional security for the Debt. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderCompany.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) one-twelfth (1/12) of an amount which would be sufficient to pay cover the Real Property payment of the 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax 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 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 Real Property TaxesTaxes and Insurance Premiums required to be made by Borrower. If the amount of the Escrow Fund exceeds shall exceed the amounts due reasonably necessary for Real Property Taxesthe payment of Taxes and Insurance Premiums, Lender mayshall, 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 abovein (a) and (b) above 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 such 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 Lawstate or federal law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other PersonBorrower. In Upon payment in full of the events that (a) water and/or sewer charges are assessed against Debt, and full performance of the Property on a metered basis and (b) Obligations, the Borrower fails to timely pay such charges funds remaining in the Escrow Fund, if any, shall be paid to the applicable Governmental Authority, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% record owner of the amount Land encumbered by the lien of this Security Instrument within a reasonable time following the date of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, full payment and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderperformance.

Escrow Fund. Borrower shall establish a Subject to the right of the First Lender to collect an escrow fund (“Escrow Fund”) sufficient under the First Loan Documents, in addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay Property Owner to Lender on the first 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, on the tenth (10) day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 “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 Real Property Taxes and insurance premiums of which Borrower it has obtained knowledge and authorizes authorizes, and shall cause Property Owner to authorize, Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of Taxes and (if escrow payments are made for such Real purposes) Insurance Premiums required to be made by Property TaxesOwner or Borrower pursuant to Sections 4.4 and 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and insurance premiums pursuant to Sections 4.4 and 4.5 hereof, Lender mayshall, 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 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 abovein Clauses (a) and (b) of 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 such deficiencythe deficiency 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 required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Property Owner or Borrower. Notwithstanding the foregoing, Borrower or any other Person. In shall not be required to cause Property Owner to make deposits for Taxes and insurance premiums into the events Escrow Fund as set forth above, provided that (ai) water and/or sewer charges are assessed against Property Owner makes such deposits for Taxes and insurance premiums into an Escrow Fund established pursuant to the Property on a metered basis First Loan Documents and held by First Lender for the payment of Taxes and insurance premiums and (bii) upon the request of Lender, Borrower fails shall deliver evidence of the timely payment of the Taxes and insurance premiums to timely pay such charges Lender within three (3) Business Days of request therefor by Lender. Upon the failure of Borrower to comply with the applicable Governmental Authorityprovisions of the immediately preceding sentence, the Lender (y) Borrower shall be entitled (but not required) subject to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% and shall immediately comply with each and every provision of the amount first paragraph of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderthis Section 4.6.

Escrow Fund. At the option of Lender after Borrower has failed to timely pay Insurance Premiums, Taxes or Other Charges, Borrower shall establish a fund (“with Lender an Escrow Fund”) Fund sufficient to 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 discharge Borrower's obligations for the use payment of vaultsInsurance Premiums, chutes Taxes and similar areas adjoining the Land (“Real Property Taxes”)Other Charges pursuant to Sections 3.1 and 3.2 hereof. Initial deposits of Real Property Taxes Taxes, Insurance Premiums and Other Charges, plus a two month reserve of each, shall be made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereofescrow. Additionally, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes and Other Charges 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) monthsmonths 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 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 Real Property Taxes Taxes, Insurance Premiums and Other Charges of which Borrower it has obtained or obtains knowledge of and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax 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 Real Property Taxes Taxes, Insurance Premiums and Other Charges as they become due on their respective due dates on behalf of Borrower by applying amounts in the Escrow Fund to the payments payment of such Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, in its discretion, return any excess to Borrower or credit such excess against future payments Insurance Premiums and Other Charges required to be made by Borrower pursuant 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund Sections 3.1 and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender3.

Escrow Fund. Borrower shall establish a fund Upon (“Escrow Fund”i) sufficient to pay and discharge, with respect to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance occurrence of an Event of Default (if Land is located in a federal special flood hazard areahereinafter defined), hazard, liability and other property insurance premiums (at the option for so long as such Event 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 Default shall be made by Borrower continuing, or (ii) the transfer of the Property to Lender any entity in amounts determined by Lender in its discretion on accordance with the date terms of paragraph 9(c) hereof. , Borrower shall pay to Lender upon request on the first fifteenth day of each calendar month occurring after the date hereof thereafter (a) 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) monthsmonths 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 set forth in (a) and (b) above hereinafter called the "Escrow Fund"). 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. Borrower agrees hereby pledges to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Borrower pursuant to paragraphs 3 and 4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to paragraphs 3 and 4 hereof, Lender may, 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 ▇▇▇▇▇▇ 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 such the deficiency. Lender may apply any sums then present in the Escrow Fund to the payment of the following items in any order in its uncontrolled discretion: (I) Taxes and Other Charges; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) Amortization of the unpaid principal balance of the Note; (v) All other sums payable pursuant to the Note, this Security Instrument and the Other Security Documents, including without limitation advances made by Lender pursuant to the terms of this Security Instrument. Until expended or applied as above provided, any amounts in the Escrow Fund shall constitute additional security for the Debt. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender▇▇▇▇▇▇. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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 AuthorityBorrower, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% except after repayment in full of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderDebt.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 At the option of Lender), municipal charges, governmental impositions and other charges, including vault charges and license fees Lender may require Mortgagor to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the use payment of vaults, chutes Insurance Premiums and similar areas adjoining the Land (“Real Property Taxes”)Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits of Real Property Taxes and Insurance Premiums shall be made by Borrower Mortgagor to Lender in amounts determined by Lender in its discretion on the date hereofhereof to be held by Lender in escrow. Borrower Additionally, Mortgagor shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) authority during the next ensuing twelve (12) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax authority. 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 Mortgagor by applying amounts in the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Mortgagor pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 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 such 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 LawApplicable Law (defined in Section 3.0), no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderMortgagor.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to pay and dischargeAt any time after the occurrence of an Event of Default hereunder, with respect to upon the Propertyrequest of the Collateral Agent, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower Mortgagor shall pay to Lender the Collateral Agent on the first day of each calendar month occurring after the date hereof one-(a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Taxes imposed against the Mortgaged Property Taxes or any part thereof payable, or estimated by Lender Collateral Agent to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths and (b) one-twelfth of an amount which would be sufficient to pay the premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (said amounts in (a) and (b) above 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 Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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 pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in Debt. Collateral Agent will apply the Escrow Fund to payments required to be made by Mortgagor pursuant to the payments provisions of such Real Property Taxesthis Mortgage. If the amount of the Escrow Fund exceeds shall exceed the amounts amount due for Real Property Taxesthe items described, Lender mayCollateral 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 such 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 required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderMortgagor.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, with respect any initial deposits to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance Escrow Fund (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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion defined below) on the date hereof. hereof (if any), except as provided below, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-Monthly Payment Date (a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or reasonably estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths (such Taxes, the “Applicable Taxes”) 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 (such Insurance Premiums, the “Applicable Insurance Premiums”), which such amounts so paid to Lender shall be 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the 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 no Event of Default existsis continuing, Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will timely apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesApplicable Taxes and Applicable Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 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 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. If a Triggering Event shall have occurred and be continuing, Borrower shall establish shall, on each Payment Date, deposit into an Eligible Account, which account will be a fund subaccount of the Cash Management Account (the “Escrow FundFund Account”) sufficient to 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof a) one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or reasonably estimated by Lender Administrative Agent to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths 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 due for the renewal of the coverage afforded by the 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 Real Property Taxes and insurance premiums of which Borrower it has 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 Real Property Taxes directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in the Escrow Fund to the payments of interest or principal or both, payable pursuant to Section 2.7(a) shall be added together and shall be paid as an aggregate sum by Borrower to Administrative Agent. Administrative Agent shall instruct Cash Management Bank to disburse the Escrow Funds to the Designated Account for the payment of Property Taxes and insurance premiums (to the extent such Real Property Taxespremiums are required to be escrowed hereunder) required to be made by Borrower pursuant to Sections 5.1 hereof as the same are due and payable. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and insurance premiums pursuant to Sections 9.15 and 5.1 hereof, Lender mayAdministrative 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 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 deficiency (such deficiencyamount, 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 required by applicable Law, 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 to for the benefit of Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) added to pay same and/or (z) may and remain in the Escrow Fund; provided, however, that nothing herein shall require that interest be earned at the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderhighest prevailing rates.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, with respect any initial deposits to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance Escrow Fund (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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion defined below) on the date hereof. hereof (if any), except as provided below, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-Monthly Payment Date (a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payable, or reasonably estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths (such Taxes, the “Applicable Taxes”) 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 (such Insurance Premiums, the “Applicable Insurance Premiums”), which such amounts so paid to Lender shall be 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the 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 no Event of Default existsis continuing, Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will timely apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesApplicable Taxes and Applicable Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 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 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower or any other Person. In shall not be required to make deposits to the events that Escrow Fund for Applicable Insurance Premiums and Applicable Taxes pursuant to this Section 3.5 so long as (ai) water and/or sewer charges are assessed against no Event of Default occurs and is continuing hereunder, (ii) solely with respect to Applicable Taxes, no Trigger Period (as defined on Exhibit A hereof) exists, (iii) Borrower pays all Insurance Premiums and Taxes by no later than five (5) Business Days prior to the Property on a metered basis delinquency thereof and (biv) 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 Borrower fails to timely pay trigger event for such charges to the applicable Governmental Authorityobligation was an Event of Default or Trigger Period (other than a Trigger Period caused as a result of an Event of Default) (such trigger event, the Lender an “Escrow Trigger Event”), (y) shall be entitled (but not required) to pay same and/or the related Escrow Trigger Event is no longer continuing and (z) may require not more than one (1) Escrow Trigger Event has occurred during the Borrower term of the Loan, whereupon Borrower’s obligation to pay make deposits to the Lender a sum of money equal to 150% of the amount of such charges (annualized)Escrow Fund for, as determined by Lender on the basis of examination of historical recordsapplicable, current estimated usage or such other data available Applicable Insurance Premiums and Applicable Taxes pursuant to Lender, this Section 3.5 will again be suspended and the Borrower shall immediately pay such sum to the Lender upon demand which any funds shall be then held by Lender for payment of, as applicable, Applicable Insurance Premiums and Applicable Taxes shall be released to Borrower for use in a non-interest bearing account or may be comingled with its general funds paying the next installment of, as applicable, Applicable Insurance Premiums and may be used by Lender to pay such outstanding charges, held as additional collateral or applied in reduction of any amounts due and owing to the LenderApplicable Taxes.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”a) sufficient to pay and dischargeMortgagor shall, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof ----------- month, pay to Mortgagee one---twelfth (1/121/12th) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months. Borrower agrees months and also provide for an additional reserve equal to notify Lender immediately one-sixth (1/6th) of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain payable (said amounts being hereinafter called the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the "Tax Escrow Fund.") --------------- (b) The Tax Escrow Fund and no Event the payments of Default existsinterest or principal or both, Lender payable pursuant to the Note, shall pay the Real Property Taxes be added together and shall be paid as they become due on their respective due dates on behalf of Borrower an aggregate sum by applying amounts Mortgagor to Mortgagee. Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Tax Escrow Fund as additional security for the payment of the Debt. Mortgagee will apply the Tax Escrow Fund to the payments of such Real Property TaxesTaxes to be made by Mortgagor pursuant to paragraph 5 hereof. If the amount of the Tax Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes pursuant to paragraph 5 hereof, Lender mayMortgagee shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Tax Escrow Fund. In allocating such excess, Lender Mortgagee may deal with the Person person shown on the records of Lender Mortgagee to be the owner of the Mortgaged Property. If the balance in the Tax Escrow Fund on the first day of the month which is one full month prior to the due date of any Taxes is not sufficient to pay the items set forth aboveTaxes, Borrower Mortgagor shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up such the deficiency. Upon the occurrence of an Event of Default, Mortgagee may apply any sums then present in the Tax Escrow Fund to the payment of the following items in any order in its sole discretion: (i) Taxes and Other Charges; (ii) Interest on the unpaid principal balance of the Note; (iii) Amortization of the unpaid principal balance of the Note; or (iv) All other sums payable pursuant to the Note, this Mortgage and the other Loan Documents, including without limitation, advances made by Mortgagee pursuant to the terms of this Mortgage. (c) Until expended or applied as above provided, any amounts in the Tax Escrow Fund shall constitute additional security for the Debt. The Tax Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless required by applicable Law, no No earnings or interest on the Tax Escrow Fund shall be payable paid to Borrower or any other PersonMortgagor, unless applicable law requires interest on the Tax Escrow Fund to be paid to Mortgagor. In the events that (a) water and/or sewer charges are assessed against the Property on a metered basis and (b) the Borrower fails to timely pay Any such charges to the applicable Governmental Authority, the Lender (y) required interest shall be entitled (but not required) to pay same and/or (z) may require deposited in the Borrower to pay to Tax Escrow Fund as additional security for the Lender a sum of money equal to 150% payment of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderDebt.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”a) sufficient to pay and dischargeMortgagor shall, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof ----------- month, pay to Mortgagee one---twelfth (1/121/12th) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months. Borrower agrees months and also provide for an additional reserve equal to notify Lender immediately one-sixth (1/6th) of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain payable (said amounts being hereinafter called the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the "Tax Escrow Fund.") --------------- (b) The Tax Escrow Fund and no Event the payments of Default existsinterest or principal or both, Lender payable pursuant to the Note, shall pay the Real Property Taxes be added together and shall be paid as they become due on their respective due dates on behalf of Borrower an aggregate sum by applying amounts Mortgagor to Mortgagee. Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Tax Escrow Fund as additional security for the payment of the Debt. Mortgagee will apply the Tax Escrow Fund to the payments of such Real Property TaxesTaxes to be made by Mortgagor pursuant to paragraph 4 hereof. If the amount of the Tax Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes pursuant to paragraph 4 hereof, Lender mayMortgagee shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Tax Escrow Fund. In allocating such excess, Lender Mortgagee may deal with the Person person shown on the records of Lender Mortgagee to be the owner of the Mortgaged Property. If the balance in the Tax Escrow Fund on the first day of the month which is one full month prior to the due date of any Taxes is not sufficient to pay the items set forth aboveTaxes, Borrower Mortgagor shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up such the deficiency. Upon the occurrence of an Event of Default, Mortgagee may apply any sums then present in the Tax Escrow Fund to the payment of the following items in any order in its sole discretion: (i) Taxes and Other Charges; (ii) Interest on the unpaid principal balance of the Note; (iii) Amortization of the unpaid principal balance of the Note; or (iv) All other sums payable pursuant to the Note, this Mortgage and the other Loan Documents, including without limitation, advances made by Mortgagee pursuant to the terms of this Mortgage. (c) Until expended or applied as above provided, any amounts in the Tax Escrow Fund shall constitute additional security for the Debt. The Tax Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless required by applicable Law, no No earnings or interest on the Tax Escrow Fund shall be payable paid to Borrower or any other PersonMortgagor, unless applicable law requires interest on the Tax Escrow Fund to be paid to Mortgagor. In the events that (a) water and/or sewer charges are assessed against the Property on a metered basis and (b) the Borrower fails to timely pay Any such charges to the applicable Governmental Authority, the Lender (y) required interest shall be entitled (but not required) to pay same and/or (z) may require deposited in the Borrower to pay to Tax Escrow Fund as additional security for the Lender a sum of money equal to 150% payment of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderDebt.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to pay and dischargeAt any time after the occurrence of an Event of Default hereunder, with respect to upon the Propertyrequest of the Collateral Agent, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower Mortgagor shall pay to Lender the Collateral Agent on the first day of each calendar month occurring after the date hereof one-(a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Taxes imposed against the Mortgaged Property Taxes or any part thereof payable, or estimated by Lender Collateral Agent to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths and (b) one-twelfth of an amount which would be sufficient to pay the premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (said amounts in (a) and (b) above 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 Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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 pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in Debt. Collateral Agent will apply the Escrow Fund to payments required to be made by Mortgagor pursuant to the payments provisions of such Real Property Taxesthis Mortgage. If the amount of the Escrow Fund exceeds shall exceed the amounts amount due for Real Property Taxesthe items described, Lender mayCollateral 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 such 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 required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderMortgagor.

Escrow Fund. At the option of the Lender, the Lender may require the Borrower shall to establish a fund an Escrow Fund (“Escrow Fund”defined below) sufficient to pay and discharge, with respect to discharge its obligations for the Property, all payment of taxes, assessmentsinsurance premiums, non-metered water and sewer charges, frontage charges, flood insurance maintenance pursuant to this Agreement. (if Land is located in a federal special flood hazard areaThe initial deposits together with the amounts in (a) (b), hazard, liability and other property insurance premiums (at c) below shall be called 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”"Escrow Fund"). Initial deposits of Real Property Taxes for taxes, premiums, and maintenance shall be made by the Borrower to the Lender in amounts determined by the Lender in its discretion on the date hereofhereof to be held in the Lender's Escrow Fund. Additionally, the Borrower shall pay to the Lender on the first day of each calendar month occurring after the date hereof month: (a) one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes taxes payable, or estimated by the Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) authority during the next ensuing twelve (12) months; (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; and (c) one-twelfth of an amount which would be 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 ("CAM"). The Borrower agrees to notify the Lender immediately of any changes to the amounts, schedules schedules, and instructions for payment of any Real Property Taxes taxes, insurance premiums, and CAM of which Borrower it has obtained knowledge and authorizes authorized the Lender or its agent to obtain the bills for Real Property Taxes taxes and other charges directly from the appropriate tax 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 the aggregate sum by the Borrower to the Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, the Lender shall be obligated to pay on behalf of the Real Property Taxes Borrower the taxes, insurance premiums, and CAM 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 Real Property Taxestaxes, insurance premiums, and CAM required to be made by the Borrower pursuant to this Agreement. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property Taxestaxes, insurance, and CAM pursuant to this Agreement, the Lender mayshall, in at 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, the Lender may deal with the Person persons shown on the records of the Lender to be the owner of the Propertyproperty. If the Escrow Fund is not sufficient to pay the items set forth in (a), (b), and (c) above, the Borrower shall promptly pay to the Lender, upon demand, an amount amount, which the Lender shall reasonably estimate as sufficient to make up such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by the Lender. Unless otherwise required by applicable Lawlaw, no earnings or interest interest, if any, on the Escrow Fund shall be payable to Borrower or any other Personthe Borrower. ▇▇▇▇▇▇ may elect to appoint a third party to perform on ▇▇▇▇▇▇'s behalf the tasks associated with managing the Escrow Fund as described in this Section 2.7, in which case ▇▇▇▇▇▇▇▇ agrees to pay the costs for such third party. In the events 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, event the Lender (y) shall be entitled (but does not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized)establish an Escrow Fund, as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the Lender upon demand which funds shall be held by Lender make all required payments herein described in a non-interest bearing account or may be comingled with its general funds timely manner and may be used shall provide evidence thereof as required by Lender to pay such outstanding charges, held as additional collateral or applied in reduction of any amounts due and owing to the Lender.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 At the option of Lender), municipal charges, governmental impositions and other charges, including vault charges and license fees Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the use payment of vaults, chutes Insurance Premiums and similar areas adjoining the Land (“Real Property Taxes”). Initial deposits of Real Property Taxes shall be made by Borrower pursuant to Lender in amounts determined by Lender in its discretion on the date Sections 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 occurring after the date hereof Note) (a) 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) authority during the next ensuing twelve (12) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate 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 Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable LawNotwithstanding the foregoing, provided no earnings or interest on the Escrow Fund 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 payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the made by Borrower to pay to the Lender a sum of money equal to 150% of in the amount of such charges (annualized), as determined by Lender $17,500 on the basis of examination of historical records, current estimated usage or such other data available date hereof to Lender, and the Borrower shall immediately pay such sum to the Lender upon demand which funds shall be held by Lender in a non-interest bearing 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 may be comingled otherwise and payable by Borrower within ten (10) days of demand therefor; and (ii) Borrower delivers to Lender certificates of insurance with its general funds respect to all renewal and may be used replacement policies within the time permitted by Lender set forth in Section 3.3(b) hereof prior to pay such outstanding charges, held as additional collateral or applied in reduction the expiration date of any amounts due of the Policies required to be maintained hereunder, which certificates shall bear notation evidencing payment of all applicable Insurance Premiums, and owing to (iii) Borrower has otherwise complied with all of the Lenderterms and conditions of Section 3.3(b) hereof.

Escrow Fund. Borrower shall establish a fund Upon (“Escrow Fund”i) sufficient to pay and discharge, with respect to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance occurrence of an Event of Default (if Land is located in a federal special flood hazard areahereinafter defined), hazard, liability and other property insurance premiums (at the option for so long as such Event 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 Default shall be made by Borrower continuing, or (ii) the transfer of the Property to Lender any entity in amounts determined by Lender in its discretion on accordance with the date terms of paragraph 9(c) hereof. , Borrower shall pay to Lender upon request on the first fifteenth day of each calendar month occurring after the date hereof thereafter (a) 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) monthsmonths 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 set forth in (a) and (b) above hereinafter called the "Escrow Fund"). 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. Borrower agrees hereby pledges to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Borrower pursuant to paragraphs 3 and 4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to paragraphs 3 and 4 hereof, Lender may, 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 ▇▇▇▇▇▇ 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 such the deficiency. Lender may apply any sums then present in the Escrow Fund to the payment of the following items in any order in its uncontrolled discretion: (i) Taxes and Other Charges; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) Amortization of the unpaid principal balance of the Note; (v) All other sums payable pursuant to the Note, this Security Instrument and the Other Security Documents, including without limitation advances made by Lender pursuant to the terms of this Security Instrument. Until expended or applied as above provided, any amounts in the Escrow Fund shall constitute additional security for the Debt. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender▇▇▇▇▇▇. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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 AuthorityBorrower, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% except after repayment in full of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderDebt.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first tenth day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax 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 pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall 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 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 such 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 required by applicable LawNotwithstanding anything to the contrary contained in this Section 3.5, and provided no earnings or interest on Event of Default has occurred and is continuing, Borrower's obligations to make payments to the Escrow Fund shall be payable to Borrower or any other Person. In the events 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 deemed satisfied to the applicable Governmental Authority, extent that sufficient funds are deposited in the Lender (y) shall be entitled (but not required) Lockbox Account to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of satisfy such charges (annualized), as determined by Lender obligations on the basis date such payment is required, regardless of examination of historical records, current estimated usage or whether any such other data available to Lender, and the Borrower shall immediately pay such sum to the Lender upon demand which funds shall be held amounts are so applied 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 any amounts due and owing to the Lender.

Escrow Fund. Except as otherwise stated in this paragraph, Borrower shall, or shall establish a fund (“Escrow Fund”) sufficient to pay and dischargecause the other Credit Parties to, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (y) one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes payabletaxes payable with respect to each Property, 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. Borrower agrees months and (z) one-twelfth of an amount which would be sufficient to notify pay the insurance premiums due for the renewal of the coverage required by Lender immediately of any changes to upon the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain expiration thereof (the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in (y) and (z) above shall be called the "Escrow Fund"). The Escrow Fund and no Event the payments of Default existsinterest or principal or both, payable pursuant to the Loan Documents shall be added together and shall be paid as an aggregate sum by the Credit Parties to Lender. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property Taxestaxes and insurance premiums required to be made by each Credit Party. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property Taxestaxes and insurance premiums, Lender mayshall, 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 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 (y) and (z) 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or The Escrow Fund shall be deposited in an interest-bearing account and any interest on the Escrow Fund shall accrue 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 payable required to contribute to the Escrow Fund so long as no Event of Default shall have occurred, and provided Borrower or any satisfies the following: Borrower shall, and shall cause the other Person. In Credit Parties to, furnish to Lender satisfactory evidence of (i) the events that renewal of insurance policies required by Lender prior to expiration of such insurance policies, (aii) water and/or sewer charges are assessed against the Property on a metered basis payment of insurance premiums within ten (10) days of Lender's request therefor, and (biii) the Borrower fails to timely pay such charges payment of taxes prior to the applicable Governmental Authority, same becoming delinquent. Upon notice from Lender of an Event of Default or the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% failure of the amount Credit Parties to provide satisfactory evidence of any of the foregoing, Borrower shall, and shall cause the other Credit Parties to, begin to deposit into the Escrow Fund as described in this paragraph beginning on the first (1st) day of the month immediately following the date of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lendernotice.

Escrow Fund. Borrower (a) In the event Mortgagor shall establish a fund (“Escrow Fund”) sufficient at any time fail to pay ----------- any Taxes when due, and discharge, with respect to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance such failure shall continue for a period of fifteen (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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on 15) days after the date hereof. Borrower shall such Taxes were due, Mortgagee may, at its election, require Mortgagor to pay to Lender Mortgagee, on the first day of each calendar month occurring after the date hereof thereafter, one-twelfth (1/121/12th) of an amount which would be sufficient to pay the Real Property Taxes payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months. Borrower agrees months and also provide for an additional reserve equal to notify Lender immediately one-sixth (1/6th) of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain payable (said amounts being hereinafter called the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the "Tax --- Escrow Fund.") ----------- (b) The Tax Escrow Fund and no Event the payments of Default existsinterest or principal or both, Lender payable pursuant to the Note, shall pay the Real Property Taxes be added together and shall be paid as they become due on their respective due dates on behalf of Borrower an aggregate sum by applying amounts Mortgagor to Mortgagee. Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Tax Escrow Fund as additional security for the payment of the Debt. Mortgagee will apply the Tax Escrow Fund to the payments of such Real Property TaxesTaxes to be made by Mortgagor pursuant to paragraph 4 hereof. If the amount of the Tax Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes pursuant to paragraph 5 hereof, Lender mayMortgagee shall, in its discretion, return any excess to Borrower Mortgagor or credit such excess against future payments to be made to the Tax Escrow Fund. In allocating such excess, Lender Mortgagee may deal with the Person person shown on the records of Lender Mortgagee to be the owner of the Mortgaged Property. If the balance in the Tax Escrow Fund on the first day of the month which is one full month prior to the due date of any Taxes is not sufficient to pay the items set forth aboveTaxes, Borrower Mortgagor shall promptly pay to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall reasonably estimate as sufficient to make up such the deficiency. Upon the acceleration of the Debt as described in paragraph 26 hereof, Mortgagee may apply any sums then present in the Tax Escrow Fund to the payment of the following items in any order in its sole discretion : (i) Taxes and Other Charges; (ii) Interest on the unpaid principal balance of the Note; (iii) Amortization of the unpaid principal balance of the Note; or (iv) All other sums payable pursuant to the Note, the Credit Agreement, this Mortgage and the other Loan Documents, including without limitation, advances made by Mortgagee pursuant to the terms of this Mortgage. (c) Until expended or applied as above provided, any amounts in the Tax Escrow Fund shall constitute additional security for the Debt. The Tax Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless required by applicable Law, no No earnings or interest on the Tax Escrow Fund shall be payable paid to Borrower or any other PersonMortgagor, unless applicable law requires interest on the Tax Escrow Fund to be paid to Mortgagor. In the events that (a) water and/or sewer charges are assessed against the Property on a metered basis and (b) the Borrower fails to timely pay Any such charges to the applicable Governmental Authority, the Lender (y) required interest shall be entitled (but not required) to pay same and/or (z) may require deposited in the Borrower to pay to Tax Escrow Fund as additional security for the Lender a sum of money equal to 150% payment of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderDebt.

Escrow Fund. Borrower ‌‌ Section 2.01. Escrow Agent shall establish a special escrow fund designated as the “GE Government Finance, Inc. Escrow Fund” (the “Escrow Fund”) sufficient ), shall keep such Escrow Fund separate and apart from all other funds and moneys held by it and shall administer such Escrow Fund as provided in this Agreement. Section 2.02. All moneys paid to Escrow Agent by Lender pursuant to Section 1.02 of this Agreement shall be credited to the Escrow Fund. Escrow Agent shall use the moneys in the Escrow Fund to pay and dischargethe Project Costs, upon receipt with respect to the Propertythereto of a Payment Request Form attached hereto as Exhibit A, 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 shall be made by Borrower to Lender in amounts determined executed by Lender and Borrower, fully completed and with all supporting documents described therein attached thereto. Upon receipt of a Payment Request Form, Escrow Agent shall disburse proceeds from the Escrow Fund in its discretion on the date hereofsuch amounts and to such parties as directed therein. Borrower shall submit Payment Request Forms only for portions of the Project that are functionally complete and operationally independent. Section 2.03. On [March] 1, 2013, Escrow Agent shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes equal to the amountsentire remaining balance on deposit in the Escrow Fund, schedules which amount shall be applied to any prepayment premium determined pursuant to the terms of the Loan Agreement and instructions for the Bond, the Loan Payments and any other amounts due under the Loan Agreement, all as determined by Lender. Upon payment as described in the preceding sentence, Lender shall prepare a revised Exhibit A to the Loan Agreement (which shall be effective without the consent of any Real Property Taxes Borrower or Issuer) reflecting such payment. Section 2.04. Upon receipt of which written notice from Lender or Borrower that an Event of Default has occurred under the Loan Agreement or that Borrower has obtained knowledge and authorizes Lender or its agent determined not to obtain complete the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts Project, Escrow Agent shall liquidate all investments held in the Escrow Fund and no Event of Default exists, Lender shall pay transfer the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts proceeds thereof and all other moneys held in the Escrow Fund to Lender to be applied to any prepayment premium determined pursuant to the payments terms of the Loan Agreement, the Loan Payments and any other amounts due under the Loan Agreement, all as determined by Lender. Section 2.05. Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Escrow Fund, and the disbursement thereof in accordance with this Article, and shall not be responsible for the authenticity or accuracy of such Real Property Taxes. If certifications or documents, the amount application of amounts paid pursuant to such certifications by the persons or entities to which they are paid, or the sufficiency of the moneys credited to the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not payments herein required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lender.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 At the option of Lender), municipal charges, governmental impositions and other charges, including vault charges and license fees Lender may require Mortgagor to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the use payment of vaults, chutes Insurance Premiums and similar areas adjoining the Land (“Real Property Taxes”)Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits of Real Property Taxes and Insurance Premiums shall be made by Borrower Mortgagor to Lender in amounts determined by Lender in its discretion on the date hereofhereof to be held by Lender in escrow. Borrower Additionally, Mortgagor shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) authority during the next ensuing twelve (12) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax authority. 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 Mortgagor by applying amounts in the Escrow Fund to the payments of such Real Property TaxesTaxes and Insurance Premiums required to be made by Mortgagor pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 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 such 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 LawApplicable Law (defined in Section 3.10(a), no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderMortgagor.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”a) sufficient to pay and dischargeGrantor shall, following an Event of Default which has not been waived in writing by the Holders in accordance with respect to the PropertyIndenture, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender Mortgagee on the first day of each calendar month occurring after the date hereof one-twelfth (1/12) of an amount (hereinafter referred to as the "ESCROW FUND") which would be sufficient to pay the Real Property Taxes Taxes, all insurance premiums and all of Grantor's monetary obligations under the Lease payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months. Borrower agrees to notify Lender immediately , which shall be invested as provided in Section 10(b) hereof, with income earned thereon becoming a part of the Escrow Fund, PROVIDED that Mortgagee shall bear no liability for any changes to the amounts, schedules and instructions for payment loss occasioned by investment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund and no Event of Default existsas herein provided, Lender shall pay by any delays in investing or reinvesting the Real Property Taxes as they become due on their respective due dates on behalf of Borrower Escrow Fund or by applying amounts in any failure to achieve the maximum possible yield from the Escrow Fund. Mortgagee will apply the Escrow Fund to the payments payment of such Real Property TaxesTaxes and insurance premiums which are required to be paid by Grantor pursuant to the provisions of this Shore Mortgage. If the amount of the Escrow Fund exceeds shall exceed such amounts payable by Grantor pursuant to the amounts due for Real Property Taxesprovisions of this Shore Mortgage, Lender mayMortgagee 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 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on Any amounts in 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 Borrower it under this Shore Mortgage or any other PersonTransaction 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. In If at any time Grantor tenders to Mortgagee full payment of the events that (a) water and/or sewer charges are assessed against entire Secured Obligations, including any applicable premium or penalty, and the Property on a metered basis and lien of the Indenture or this Shore Mortgage shall have been discharged, Mortgagee shall refund to Grantor any balance remaining in the Escrow Fund. (b) In the Borrower fails event that the Escrow Fund is created, Mortgagee shall create an account denominated "Louisiana Casino Cruises, Inc. -- Shore Mortgage Escrow Fund" (or some similar name) in which to timely pay such charges hold all amounts in the Escrow Fund. All amounts from time to time in the applicable Governmental Authority, the Lender (y) Escrow Fund shall be entitled invested in the First American Fund (but not required) or, if the First American Fund should become unavailable for any reason, a comparable cash management fund). Mortgagee is specifically authorized to pay same and/or (z) may require implement its automated cash investment system to assure that funds in the Borrower Escrow Fund are invested and to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized)charge its normal cash management fees, as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderdeducted from income earned on investments.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to pay and dischargeExcept as provided below, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-(a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will timely apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender may, 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 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, 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 any other Person. In Insurance Premiums pursuant to this Section 3.5 so long as (i) no Event of Default occurs and is continuing hereunder, (ii) Borrower pays all Taxes and Insurance Premiums by no later than ten (10) Business Days (defined below) prior to the events that (a) water and/or sewer charges are assessed against the Property on a metered basis delinquency thereof, and (biii) Borrower provides Lender paid receipts for the Borrower fails to timely pay such charges payment of the Taxes and Insurance Premiums by no later than one (1) Business Day prior to the applicable Governmental Authoritydelinquency 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 Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay deposits to the Lender a sum of money equal Escrow Fund required pursuant to 150% of this Section 3.5 commencing with the amount of such charges next Monthly Payment Date (annualizedas defined in the Note), as determined by Lender on the basis of examination of historical records, current estimated usage or which payments shall continue until Borrower corrects each such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderfailure.

Escrow Fund. Borrower shall establish a fund At the Effective Time, without any act of the Company or any Stockholder, Parent will deposit the Escrow Amount into an escrow account with ▇▇▇▇▇ Fargo Bank, N.A. (the “Escrow FundAgent”) sufficient to 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 such deposit to establish 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes 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 Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such 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 required by For applicable Lawincome 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 Borrower such interest or other income, as the case may be, are being held. The Escrow Stockholders 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 other Personinterest therein for so long as they are held in the Escrow Fund. In the events 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, the Lender (y) Each Escrow Stockholder shall be entitled (but not required) to pay same and/or (z) may require vote the Borrower 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 pay have a value equal to the Lender a sum of money equal Average Price. Any amounts distributed to 150% 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 charges (annualized), as determined by Lender Escrow Stockholder and second from any shares of Parent Common Stock held in the Escrow Fund on the basis account of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderEscrow Stockholder.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to pay and dischargeExcept as provided below, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof one-(a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will timely apply the Escrow Fund to the payments of such Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender may, 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 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 such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, Borrower or any other Person. In shall not be required to make deposits to the events that Escrow Fund for Insurance Premiums pursuant to this Section 3.5 so long as (ai) water and/or sewer charges are assessed against no Event of Default occurs and is continuing hereunder, (ii) Borrower pays all Insurance Premiums by no later than ten (10) Business Days prior to the Property on a metered basis delinquency thereof, and (biii) Borrower provides Lender paid receipts for the Borrower fails to timely pay such charges payment of the Insurance Premiums by no later than one (1) Business Day prior to the applicable Governmental Authoritydelinquency 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 Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay deposits to the Lender a sum of money equal Escrow Fund for Insurance Premiums required pursuant to 150% of this Section 3.5 commencing with the amount of such charges next Monthly Payment Date (annualizedas defined in the Note), as determined by Lender on the basis of examination of historical records, current estimated usage or which payments shall continue until Borrower corrects each such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderfailure.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient In addition to pay and discharge, the initial deposits 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 shall be made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first day of each calendar month 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) monthsmonths (such amounts 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 Real Property Taxes of which Borrower it has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Charges directly from the appropriate tax taxing authority. Provided there are sufficient amounts in the The Escrow Fund and no Event the payments of Default existsinterest 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. Lender shall pay the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts in will apply the Escrow Fund to the payments of such Real Property TaxesTaxes required to be made by Borrower pursuant to Section 3.3 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Real Property TaxesTaxes pursuant to Section 3.3 hereof, Lender mayshall, 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 aboveTaxes when due, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.

Escrow Fund. Borrower (a) At the Closing, the Escrow Shares and the Escrow Notes shall establish a fund be deposited with Escrow Agent (“or other institution selected by Acquiror with the reasonable consent of REBA) as escrow agent (the "Escrow Agent"), such deposit and any Addit▇▇▇▇l Escrow Shares (as defined below) to constitute the "Escrow Fund”" and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit E. The Escrow Fund shall be available to compensate Acquiror pursuant to the indemnification obligations of the REBA Stockholders. In the event Acquiror issues any Additional Escrow ▇▇▇▇es (as defined below), such shares will be issued in the name of the Escrow Agent and delivered to the Escrow Agent in the same manner as the Escrow Shares delivered at the Closing. (b) sufficient to pay and discharge, Except for dividends paid in stock declared with respect to the Property, all taxes, assessments, non-metered water and sewer charges, frontage charges, flood insurance Escrow Shares (if Land is located in a federal special flood hazard area"Additional Escrow Shares"), hazardwhich shall be treated as Escrow Shares pursuant to Section 8.1(a) hereof, liability and any cash dividends, dividends payable in securities or other property insurance premiums (at the option distributions of Lender), municipal charges, governmental impositions and other chargesany kind, including vault charges and license fees for in the use event of vaultsa stock split, chutes and merger, reclassification of Acquiror's shares or similar areas adjoining transaction, made in respect of the Land (“Real Property Taxes”). Initial deposits of Real Property Taxes shall Escrow Shares will be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender on the first day of each calendar month 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. Borrower agrees to notify Lender immediately of any changes delivered to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent REBA Stockholders on a pro rata basis. Each REBA Stockholder will have ▇▇▇ing rights with respect to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts Escrow Sh▇▇▇▇ deposited in the Escrow Fund with respect to such REBA Stockholder so long as such Escrow Shares are held in escrow, and no Event ▇▇▇uiror will take all reasonable steps necessary to allow the exercise of Default exists, Lender shall pay such rights. While the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts Escrow Shares remain in the Escrow Fund Agent's possession pursuant to this Agreement, the payments REBA Stockholders will retain and will be able to exercise all inciden▇▇ ▇f ownership of such Real Property Taxes. If the amount of the said Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 Shares which are not inconsistent with the Person shown on the records terms and conditions of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless required by applicable Law, no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderthis Agreement.

Escrow Fund. Borrower shall establish a fund At the Effective Time and pursuant to the Escrow Agreement, Acquirer will withhold from the cash payable to each Series E Holder upon conversion of his/her/its shares of outstanding Series E Preferred Stock pursuant to Section 2.2(b) and will on the Closing Date initiate the wires with respect to the deposit into escrow with the Escrow Agent such Series E Holder’s Pro Rata Share of the difference between the Escrow Amount and the Management Carve-Out Bonus Plan and Transaction Success Bonuses Escrow Amount and at the Effective Time and pursuant to the Escrow Agreement, Acquirer will withhold from the cash payable to each Plan Participant pursuant to Sections 5.24 and 5.25 hereof, and will subject to the terms and conditions thereto, on the Closing Date initiate the wires with respect to the deposit into escrow with the Escrow Agent each such Plan Participant’s Pro Rata Share of the Management Carve-Out Bonus Plan and Transaction Success Bonuses Escrow Amount (the aggregate cash so placed into escrow by the Series E Holders and the Plan Participants, and any earnings on such cash, the “Escrow Fund”) sufficient to pay and discharge); provided, however, that with respect to Continuing Employees that remain such up until a Retention Event (as defined in the Property, all taxes, assessments, nonManagement Carve-metered water and sewer charges, frontage charges, flood insurance (if Land is located in a federal special flood hazard areaOut Bonus Plan), hazardupon such Retention Event, liability that amount of the Plan Participant’s Pro Rata Share of the Management Carve-Out Bonus Plan and other property insurance premiums Transaction Success Bonuses Escrow Amount attributable to the Management Carve-Out Bonus Plan shall be deposited into the Escrow Fund; provided, further, that Continuing Employees who do not remain such up until a Retention Event (as defined in the Management Carve-Out Bonus Plan), shall have their Pro Rata Share of the Escrow Amount, including any interest to be earned thereon, reallocated in accordance with the provisions set forth in Section 5.24. The Defense Amount, less $50,000 of the Defense Amount to be retained by the Company and to be paid to the Representative at the option of Lender)Closing as a retainer to the Representative for acting as the Representative, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on withheld and deposited into escrow with the date hereof. Borrower Escrow Agent upon the same pro-rata terms as the Escrow Fund described immediately above, and the Defense Amount shall pay to Lender on the first day of each calendar month occurring after the date hereof one-twelfth (1/12) of an amount which would be sufficient constitute a fund available 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. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall pay the Real Property Taxes 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 Real Property Taxes. If the amount expenses of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate Representative (as sufficient to make up such deficiencydefined below). The Escrow Fund shall not constitute a trust fund the sole and may exclusive security for the indemnification obligations, as described in Article 10. The parties hereto hereby acknowledge and agree that all payments received hereunder by Series E Holders will be commingled reported under the installment method for purposes of Section 453 of the Code, and no party shall take any action or filing position inconsistent with such characterization. The parties further agree that for Tax reporting purposes, all interest or other monies held by Lender. Unless required by applicable Law, no earnings or interest on income earned from the investment of the Escrow Fund or any portion thereof in any Tax year shall be payable reported as allocated to Borrower Acquirer until the distribution of the Escrow Fund (or any other Person. In the events that (aportion thereof) water and/or sewer charges are assessed against the Property on a metered basis is determined and (b) the Borrower fails thereafter to timely pay such charges to the applicable Governmental AuthorityAcquirer, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, Series E Holders and the Borrower shall immediately pay such sum to Plan Participants in accordance with their respective interests in the 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 any amounts due and owing to the LenderEscrow Fund.

Escrow Fund. Borrower Mortgagor shall, or shall establish a fund (“Escrow Fund”) sufficient to pay and dischargecause Prime Tenant to, 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 shall be made by Borrower to Lender in amounts determined by Lender in its discretion on the date hereof. Borrower shall pay to Lender Mortgagee on the first day of each calendar month occurring after the date hereof (a) one-twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes Impositions payable, or estimated by Lender Mortgagee to be payable, upon the due dates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) monthsmonths 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 (said amounts in (a) and (b) above hereinafter called the "Escrow Fund"). Borrower agrees to notify Lender immediately The Escrow Fund and the payments of any changes interest or principal or both, payable pursuant to the amounts, schedules Note shall be added together and instructions for payment of shall be paid as an aggregate sum by Mortgagor to Mortgagee. Mortgagor hereby pledges to Mortgagee any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender all monies now or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax authority. Provided there are sufficient amounts 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 pay Mortgagee shall, on each January 1 after the Real Property Taxes as they become due on their respective due dates on behalf of Borrower by applying amounts date hereof credit any excess funds in the Escrow Fund to the payments of such Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Real Property Taxes, Lender may, 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 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 such the deficiency. The Upon the occurrence of an Event of Default, Mortgagee may apply any sums then present in the Escrow Fund to the payment of the following items in any order in its uncontrolled discretion: (i) Impositions and other charges; (ii) Insurance Premiums; (iii) interest on the unpaid principal balance of the Note; (iv) amortization of the unpaid principal balance of the Note; (v) maintenance of the Mortgaged Property; and (vi) all other sums payable pursuant to the Note, this Mortgage and the Other Security Documents, including without limitation advances made by Mortgagee pursuant to the terms of this Mortgage. Until expended or applied as above provided, any amounts in the Escrow Fund shall constitute additional security for the Debt. In accepting the Escrow Fund, Mortgagee is not consenting to act as Mortgagor's agent for the payment of Impositions or Insurance Premiums and the Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. Unless required by applicable Law, no No earnings or interest on the Escrow Fund shall be payable to Borrower or any other PersonMortgagor. In Notwithstanding anything contained in this paragraph 5 to the events that contrary, so long as (a) water and/or sewer charges are assessed against the Property on a metered basis and Prime Tenant is the sole tenant of the entire Premises pursuant to the Prime Lease, (b) the Borrower fails Prime Lease is in full force and effect, (c) no default or event which with the passing of time or the giving of notice would become a default has occurred under the Prime Lease, and (d) the Prime Tenant is responsible for paying the Impositions under the Prime Lease and actually pays the Impositions before they become delinquent, then the obligations of Mortgagor under this paragraph 5 shall be deemed to timely pay such charges have been met; provided, however, in the event that Mortgagor is obligated pursuant to the applicable Governmental AuthorityPrime Lease to pay for or maintain insurance of any type, the Lender (y) Mortgagor shall be entitled (but not required) required to pay same and/or (z) may require the Borrower to pay escrow sums with Mortgagee for such required insurance pursuant to the Lender a sum terms of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the Lenderthis paragraph 5.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”) sufficient to 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 At the option of Lender), municipal charges, governmental impositions and other charges, including vault charges and license fees Lender may require Borrower to establish an Escrow Fund (defined below) sufficient to discharge its obligations for the use payment of vaultstaxes, chutes insurance premiums, and similar areas adjoining maintenance as required by the Land Mortgage/Deed of Trust in an amount equal to one hundred five percent (“Real Property Taxes”)105%) of the total of these payments. The initial deposits together with the amounts set forth in this subsection shall be called the "Escrow Fund". Initial deposits of Real Property Taxes for taxes, premiums, and maintenance shall be made by Borrower to Lender in amounts determined by Lender in its sole and exclusive discretion on the date hereofhereof to be held in Lender's Escrow Fund. Additionally, Borrower shall pay to Lender or its designee on the first day of each calendar month occurring after the date hereof one-month: (a) one twelfth (1/12) of an amount which would be sufficient to pay the Real Property Taxes taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority(ies) authority during the next ensuing twelve (12) months; (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; and (c) one-twelfth of an amount which would be 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 ("CAM"). Borrower agrees to shall notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes taxes, insurance premiums, and CAM of which Borrower it has obtained knowledge and expressly authorizes Lender or its agent designee to obtain the bills for Real Property Taxes taxes and other charges directly from the appropriate 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 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 Real Property Taxes taxes, insurance premiums and CAM as they become due on their respective due dates on behalf of Borrower by applying amounts in the Escrow Fund to the payments payment of such Real Property Taxestaxes, insurance premiums,and CAM required to be made by Borrower hereunder. If the amount of the Escrow Fund exceeds shall not be sufficient to pay the amounts due for Real Property Taxestaxes, Lender mayinsurance premiums, 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 aboveand CAM herein, Borrower shall promptly pay to top Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up such 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 required by applicable Law, no No interest or earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderEscrow Fund.

Escrow Fund. Borrower shall establish a fund (“Escrow Fund”a) sufficient In addition to pay and discharge, the initial deposits with respect to the Property, all taxes, assessments, non-metered water Taxes 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 shall be Insurance Premiums made by Borrower to Lender in amounts determined on the date hereof to be held by Lender in its discretion on the date hereof. escrow, Borrower shall pay to Lender on the first day of each calendar month occurring after the date hereof (a) 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) monthsmonths 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 Real Property Taxes and Insurance Premiums of which Borrower it has obtained or obtains knowledge and authorizes Lender or its agent to obtain the bills for Real Property Taxes directly from the appropriate tax 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 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 Real Property TaxesTaxes 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 exceeds shall exceed the amounts due for Real Property TaxesTaxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender mayshall, 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 such 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 LawApplicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower or any other Person. In the events 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, the Lender (y) shall be entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the Lender a sum of money equal to 150% of the amount of such charges (annualized), as determined by Lender on the basis of examination of historical records, current estimated usage or such other data available to Lender, and the Borrower shall immediately pay such sum to the 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 any amounts due and owing to the LenderBorrower.