Common use of Escrow Fund Clause in Contracts

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 must pay or must cause Tenant to pay to Lender the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policies. Borrower pledges to Lender any and all monies now or hereafter deposited in the Escrow Fund as additional security to pay the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) of the Lease. Lender will apply the Escrow Fund to pay 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 Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender 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, in Lender's judgment, to pay when due the Taxes and Insurance Premiums, Borrower must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up 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 will not constitute a trust fund and may be commingled with other monies held by Lender. 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 disbursed according to the terms of the Lease.

Escrow Fund. At any time after an Event 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 Default 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 (as defined “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 Lease) has occurred, or if a Credit Rating Downgrade has occurred, date hereof. Borrower must pay or must cause Tenant to shall pay to Lender on the Tax and Insurance Reserve Fund Payment due under first day of each calendar month occurring after the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, date hereof one-twelfth (1/12) of an amount which would be sufficient to pay the Insurance Premiums Real Property Taxes payable, or estimated by Lender to be payable, upon the due on such Policiesdates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months. Borrower pledges agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or hereafter deposited 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 as additional security to and no Event of Default exists, Lender shall pay the Debt subject to Tenant's right to such monies, if any, Real Property Taxes as set forth they become due on their respective due dates on behalf of Borrower by applying amounts in subparagraph 13(e) of the Lease. Lender will apply the Escrow Fund to pay Taxes and Insurance Premiums required to be paid pursuant to Sections 4.01 and 4.02 hereofthe payments of such Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereofReal Property Taxes, Lender will either 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 Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the Taxes and Insurance Premiumsitems set forth above, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the such 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No Unless required by applicable Law, no earnings or interest on the Escrow Fund will shall be payable to Borrower or credited 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 Borrowertimely pay such charges to the applicable Governmental Authority, except in the case of a Credit Rating Downgrade interest Lender (y) shall be disbursed according entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the terms Lender a sum of money equal to 150% of the Leaseamount 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 any time after an Event of Default (as defined in that Tenant is obligated under the Lease) has occurred, or if a Credit Rating Downgrade has occurred, Borrower must pay or must cause Tenant Lease to pay to Lender the Tax and Insurance Reserve Fund Payment due Payment, 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 shall release such amounts from the Escrow Fund to Tenant in accordance with the terms of the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policies. The Escrow Fund, if any, and the payments of interest or principal or both, payable pursuant to the Note, will be added together and must be paid as an aggregate sum by Borrower to Lender. Borrower pledges to Lender any and all monies now or hereafter deposited in the Escrow Fund as additional security to pay the Debt subject to Tenant's ’s right to such monies, if any, as set forth in subparagraph 13(e) of the Lease. Lender will apply the Escrow Fund to pay 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 Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender 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, in Lender's ’s judgment, to pay when due the Taxes and Insurance Premiums, Borrower must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up the deficiency. Subject to Tenant's ’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 will not constitute a trust fund and may be commingled with other monies held by Lender. 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 disbursed according to the terms of the Lease.

Escrow Fund. At In addition to any time after an Event of Default initial deposits to the Escrow Fund (defined below) on the date hereof (if any), except as defined in the Lease) has occurred, or if a Credit Rating Downgrade has occurredprovided below, Borrower must pay or must cause Tenant to shall pay to Lender on each Monthly Payment Date (a) one twelfth of an amount which would be sufficient to pay the Tax and Insurance Reserve Fund Payment due under the Lease. In additionTaxes payable, or reasonably estimated by Lender to be payable, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereofthe next ensuing twelve (12) months (such Taxes, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, one-“Applicable Taxes”) and (b) one twelfth of an amount which would be sufficient to pay the Insurance Premiums due on for the renewal of the coverage afforded by the Policies upon the expiration thereof (such PoliciesInsurance 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 pledges agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Taxes and Insurance Premiums of which it has obtained knowledge and authorizes Lender or hereafter deposited in its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as additional security an aggregate sum by Borrower to pay the Debt subject to Tenant's right to such moniesLender. Provided no Event of Default is continuing, if any, as set forth in subparagraph 13(e) of the Lease. Lender will timely apply the Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Borrower pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Applicable Taxes and Applicable Insurance Premiums pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof, Lender will either shall, provided 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 Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the any Applicable Taxes and and/or Applicable Insurance Premiums, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund will shall be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the Lease.

Escrow Fund. At any time after the option of the Lender, the Lender may require the Borrower to establish an Event Escrow Fund (defined below) sufficient to discharge its obligations for the payment of Default taxes, insurance premiums, and maintenance pursuant to this Agreement. (as defined The initial deposits together with the amounts in (a) (b), and (c) below shall be called the "Escrow Fund"). Initial deposits 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 hereof to be held in the Lease) has occurredLender's Escrow Fund. Additionally, or if a Credit Rating Downgrade has occurred, the Borrower must pay or must cause Tenant to shall pay to the Lender on the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, first day of each calendar month: (a) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums taxes payable, or estimated by the Lender to be payable, upon the due on such Policies. Borrower pledges dates established by the appropriate taxing authority during the ensuing twelve (12) months; (b) one-twelfth of an amount which would be sufficient to Lender any 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 monies now 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, and instructions for payment of taxes, insurance premiums, and CAM of which it has obtained knowledge and authorized the Lender or hereafter deposited its agent to obtain the bills for taxes and other charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal, or both, payable pursuant to the Note, shall be added together; and shall be paid as the aggregate sum by the Borrower to the Lender. Provided there are sufficient amounts in the Escrow Fund as additional security and no Event of Default exists, the Lender shall be obligated to pay the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) on behalf of the Lease. Lender will apply Borrower the taxes, insurance premiums, and CAM as they become due on their respective due dates by applying the Escrow Fund to pay Taxes the payments of such taxes, insurance premiums, and Insurance Premiums CAM required to be paid made by the Borrower pursuant to Sections 4.01 and 4.02 hereofthis Agreement. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Taxes taxes, insurance, and Insurance Premiums CAM pursuant to Sections 4.01 and 4.02 hereofthis Agreement, the Lender will either shall, 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 Mortgaged Propertyproperty. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the Taxes items set forth in (a), (b), and Insurance Premiums(c) above, the Borrower must shall promptly pay, or must cause Tenant pay to pay promptly, to the Lender, upon demand, an amount amount, which the Lender shall reasonably estimate as sufficient to make up 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 will shall not constitute a trust fund and may be commingled with other monies held by the Lender. No Unless otherwise required by applicable law, no earnings or interest interest, if any, on the Escrow Fund will shall be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of Borrower. ▇▇▇▇▇▇ may elect to appoint a third party to perform on ▇▇▇▇▇▇'s behalf the Leasetasks 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 event the Lender does not establish an Escrow Fund, the Borrower shall make all required payments herein described in a timely manner and shall provide evidence thereof as required by the Lender.

Escrow Fund. At (a) In the event Mortgagor shall at any time fail to pay ----------- any Taxes when due, and such failure shall continue for a period of fifteen (15) days after an Event of Default (as defined in the Lease) has occurreddate such Taxes were due, or if a Credit Rating Downgrade has occurredMortgagee may, Borrower must pay or must cause Tenant at its election, require Mortgagor to pay to Lender Mortgagee, on the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fundfirst day of each calendar month occurring thereafter, one-twelfth (1/12th) of an amount which would be sufficient to pay the Insurance Premiums due on such PoliciesTaxes payable, or estimated by Mortgagee to be payable, during the next twelve (12) months and also provide for an additional reserve equal to one- sixth (1/6th) of the Taxes payable (said amounts being hereinafter called the "Tax Escrow Fund.") --------------- (b) The Tax 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 Mortgagor to Mortgagee. Borrower Mortgagor hereby pledges to Lender Mortgagee any and all monies now or hereafter deposited in the Tax Escrow Fund as additional security to pay for the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) payment of the LeaseDebt. Lender Mortgagee will apply the Tax Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Mortgagor pursuant to Sections 4.01 and 4.02 paragraph 4 hereof. If the amount of the Tax Escrow Fund exceeds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 paragraph 4 hereof, Lender will either Mortgagee 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, in Lender's judgment, sufficient to pay when due the Taxes and Insurance PremiumsTaxes, Borrower must promptly pay, or must cause Tenant Mortgagor shall pay to pay promptly, to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall estimate as sufficient to make up the deficiency. Subject to Tenant's rights set forth in subparagraph 13(e) Upon the acceleration of the LeaseDebt as described in paragraph 25 hereof, if an Event of Default exists, Lender Mortgagee may apply any sums then on deposit present in the Tax Escrow Fund to pay the payment of the following items in any order in its sole discretion: (i) Taxes and Impositions and Insurance PremiumsOther 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, includingincluding without limitation, Protective Advances advances made by Lender. Mortgagee pursuant to the terms of this Mortgage. (c) Until expended or applied as above provided, any amounts in the Tax Escrow Fund will shall constitute additional security for the Debt. The Tax Escrow Fund will shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. No earnings or interest on the Tax Escrow Fund will shall be payable or credited paid to BorrowerMortgagor, except in unless applicable law requires interest on the case of a Credit Rating Downgrade Tax Escrow Fund to be paid to Mortgagor. Any such required interest shall be disbursed according to deposited in the terms Tax Escrow Fund as additional security for the payment of the LeaseDebt.

Escrow Fund. At In addition to any time after an Event of Default initial deposits to the Escrow Fund (defined below) on the date hereof (if any), except as defined in the Lease) has occurred, or if a Credit Rating Downgrade has occurredprovided below, Borrower must pay or must cause Tenant to shall pay to Lender on each Monthly Payment Date (a) one twelfth of an amount which would be sufficient to pay the Tax and Insurance Reserve Fund Payment due under the Lease. In additionTaxes payable, or reasonably estimated by Lender to be payable, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereofthe next ensuing twelve (12) months (such Taxes, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, one-“Applicable Taxes”) and (b) one twelfth of an amount which would be sufficient to pay the Insurance Premiums due on for the renewal of the coverage afforded by the Policies upon the expiration thereof (such PoliciesInsurance 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 pledges agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Taxes and Insurance Premiums of which it has obtained knowledge and authorizes Lender or hereafter deposited in its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as additional security an aggregate sum by Borrower to pay the Debt subject to Tenant's right to such moniesLender. Provided no Event of Default is 9 continuing, if any, as set forth in subparagraph 13(e) of the Lease. Lender will timely apply the Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Borrower pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Applicable Taxes and Applicable Insurance Premiums pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof, Lender will either shall, provided 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 Mortgaged Property. If If, at any time, Lender determines that the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the any Applicable Taxes and and/or Applicable Insurance Premiums, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund will shall be payable or credited to Borrower. Notwithstanding the foregoing, except Borrower shall not be required to make deposits to the Escrow Fund for Applicable Insurance Premiums and Applicable Taxes pursuant to this Section 3.5 so long as (i) no Event of Default 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 delinquency thereof and (iv) Borrower provides Lender paid receipts for the payment of the Insurance Premiums and Taxes by no later than one (1) Business Day prior to the delinquency thereof. Upon the occurrence of a failure of any of the conditions specified in clauses (i) through (iv) above (as applicable), Borrower shall, upon Lender’s written demand therefor, (A) pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the amounts in the case of a Credit Rating Downgrade interest 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 disbursed according sufficient to pay, as applicable, the Applicable Insurance Premiums and the Applicable Taxes and (B) commence making the deposits to the terms 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 Lease.term of the Loan unless (x) the trigger event for such obligation was an Event of Default or Trigger Period (other than a Trigger Period caused as a result of an Event of Default) (such trigger event, an “Escrow Trigger Event”), (y) the related Escrow Trigger Event is no longer continuing and (z) not more than one (1) Escrow Trigger Event has occurred during the term of the Loan, whereupon Borrower’s obligation to make deposits to the Escrow Fund for, as applicable, Applicable Insurance Premiums and Applicable Taxes pursuant to this Section 3.5 will again be suspended and any funds then held by Lender for payment of, as applicable, Applicable Insurance Premiums and Applicable Taxes shall be released to Borrower for use in paying the next installment of, as applicable, Applicable Insurance Premiums

Escrow Fund. At (a) In the event Mortgagor shall at any time fail to pay ----------- any Taxes when due, and such failure shall continue for a period of fifteen (15) days after an Event of Default (as defined in the Lease) has occurreddate such Taxes were due, or if a Credit Rating Downgrade has occurredMortgagee may, Borrower must pay or must cause Tenant at its election, require Mortgagor to pay to Lender Mortgagee, on the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fundfirst day of each calendar month occurring thereafter, one-twelfth (1/12th) of an amount which would be sufficient to pay the Insurance Premiums due on such PoliciesTaxes payable, or estimated by Mortgagee to be payable, during the next twelve (12) months and also provide for an additional reserve equal to one-sixth (1/6th) of the Taxes payable (said amounts being hereinafter called the "Tax --- Escrow Fund.") ----------- (b) The Tax 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 Mortgagor to Mortgagee. Borrower Mortgagor hereby pledges to Lender Mortgagee any and all monies now or hereafter deposited in the Tax Escrow Fund as additional security to pay for the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) payment of the LeaseDebt. Lender Mortgagee will apply the Tax Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Mortgagor pursuant to Sections 4.01 and 4.02 paragraph 4 hereof. If the amount of the Tax Escrow Fund exceeds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 paragraph 5 hereof, Lender will either Mortgagee 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, in Lender's judgment, sufficient to pay when due the Taxes and Insurance PremiumsTaxes, Borrower must promptly pay, or must cause Tenant Mortgagor shall pay to pay promptly, to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall estimate as sufficient to make up the deficiency. Subject to Tenant's rights set forth in subparagraph 13(e) Upon the acceleration of the LeaseDebt as described in paragraph 26 hereof, if an Event of Default exists, Lender Mortgagee may apply any sums then on deposit present in the Tax Escrow Fund to pay the payment of the following items in any order in its sole discretiondiscretion : (i) Taxes and Impositions and Insurance PremiumsOther 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, includingincluding without limitation, Protective Advances advances made by Lender. Mortgagee pursuant to the terms of this Mortgage. (c) Until expended or applied as above provided, any amounts in the Tax Escrow Fund will shall constitute additional security for the Debt. The Tax Escrow Fund will shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. No earnings or interest on the Tax Escrow Fund will shall be payable or credited paid to BorrowerMortgagor, except in unless applicable law requires interest on the case of a Credit Rating Downgrade Tax Escrow Fund to be paid to Mortgagor. Any such required interest shall be disbursed according to deposited in the terms Tax Escrow Fund as additional security for the payment of the LeaseDebt.

Escrow Fund. At In addition to any time after an Event of Default initial deposits to the Escrow Fund (defined below) on the date hereof (if any), except as defined in the Lease) has occurred, or if a Credit Rating Downgrade has occurredprovided below, Borrower must pay or must cause Tenant to shall pay to Lender on each Monthly Payment Date (a) one twelfth of an amount which would be sufficient to pay the Tax and Insurance Reserve Fund Payment due under the Lease. In additionTaxes payable, or reasonably estimated by Lender to be payable, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereofthe next ensuing twelve (12) months (such Taxes, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, one-“Applicable Taxes”) and (b) one twelfth of an amount which would be sufficient to pay the Insurance Premiums due on for the renewal of the coverage afforded by the Policies upon the expiration thereof (such PoliciesInsurance 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 pledges agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Taxes and Insurance Premiums of which it has obtained knowledge and authorizes Lender or hereafter deposited in its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as additional security an aggregate sum by Borrower to pay the Debt subject to Tenant's right to such moniesLender. Provided no Event of Default is continuing, if any, as set forth in subparagraph 13(e) of the Lease. Lender will timely apply the Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Borrower pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Applicable Taxes and Applicable Insurance Premiums pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof, Lender will either shall, provided 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 Mortgaged Property. If If, at any time, Lender determines that the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the any Applicable Taxes and and/or Applicable Insurance Premiums, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund will shall be payable or credited to Borrower. Notwithstanding the foregoing, except Borrower shall not be required to make deposits to the Escrow Fund for Applicable Insurance Premiums and Applicable Taxes pursuant to this Section 3.5 so long as (i) no Event of Default 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 delinquency thereof and (iv) Borrower provides Lender paid receipts for the payment of the Insurance Premiums and Taxes by no later than one (1) Business Day prior to the delinquency thereof. Upon the occurrence of a failure of any of the conditions specified in clauses (i) through (iv) above (as applicable), Borrower shall, upon Lender’s written demand therefor, (A) pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the amounts in the case of a Credit Rating Downgrade interest 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 disbursed according sufficient to pay, as applicable, the Applicable Insurance Premiums and the Applicable Taxes and (B) commence making the deposits to the terms 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 Leaseterm of the Loan unless (x) the trigger event for such obligation was an Event of Default or Trigger Period (other than a Trigger Period caused as a result of an Event of Default) (such trigger event, an “Escrow Trigger Event”), (y) the related Escrow Trigger Event is no longer continuing and (z) not more than one (1) Escrow Trigger Event has occurred during the term of the Loan, whereupon Borrower’s obligation to make deposits to the Escrow Fund for, as applicable, Applicable Insurance Premiums and Applicable Taxes pursuant to this Section 3.5 will again be suspended and any funds then held by Lender for payment of, as applicable, Applicable Insurance Premiums and Applicable Taxes shall be released to Borrower for use in paying the next installment of, as applicable, Applicable Insurance Premiums and Applicable Taxes.

Escrow Fund. At any time after Upon the occurrence of an Event of Default (as defined in hereunder, if required by the Lease) has occurredLender from time to time, or if a Credit Rating Downgrade has occurredtogether with the regular monthly payments due to the Lender under the Note, Borrower must pay or must cause Tenant to the Mortgagor shall pay to the Lender on the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, first day of each calendar month: (a) one-twelfth (1/12th) of an amount which would be sufficient to pay the Impositions payable, or which the Lender estimates will become payable within 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 on such Policies. Borrower 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”.) The Mortgagor hereby pledges to Lender the Lender, for the benefit of the Secured Parties, any and all monies now or hereafter deposited in the Escrow Fund as additional security to pay for the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) payment of the LeaseDebt. The Lender will shall apply the Escrow Fund to pay Taxes payments of Impositions and Insurance Premiums required to be paid made by the Mortgagor pursuant to Sections 4.01 6 and 4.02 hereof7 of this Mortgage. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Taxes Impositions and Insurance Premiums pursuant to Sections 4.01 6 and 4.02 7 hereof, the Lender will either shall, in its discretion, return any excess to Borrower the Mortgagor or credit such the excess against future payments to be made to the Escrow Fund. In allocating such excess, the Lender may deal with the Person 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, in Lender's judgment, sufficient to pay when due the Taxes items set forth in (a) and Insurance Premiums(b) above, Borrower must the Mortgagor shall promptly pay, or must cause Tenant pay to pay promptly, to the Lender, upon demand, an amount which the Lender shall estimate as sufficient to make up the deficiency. Subject to Tenant's rights set forth in subparagraph 13(e) Upon the occurrence of the Lease, if an Event of Default existshereunder, the Lender may apply any sums then on deposit present in the Escrow Fund to pay the payment of the following items in any order order, in its sole discretion: (i) Taxes and Impositions and Impositions; (ii) Insurance Premiums; (iiiii) 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 to the Lender pursuant to the Loan DocumentsNote, this Mortgage or otherwise, including, Protective Advances without limitation, advances made by Lenderthe Lender pursuant to the terms of this Mortgage. Until expended or applied as above provided, any the amounts in the Escrow Fund will shall constitute additional security for the Debt. The Escrow Fund will shall not constitute a trust fund and may be commingled with other monies held by the Lender. No earnings or interest on the Escrow Fund will shall be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the LeaseMortgagor.

Escrow Fund. At any time after an Event 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 Default 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 (as defined “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 Lease) has occurred, or if a Credit Rating Downgrade has occurred, date hereof. Borrower must pay or must cause Tenant to shall pay to Lender on the Tax and Insurance Reserve Fund Payment due under first day of each calendar month occurring after the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, date hereof one-twelfth (1/12) of an amount which would be sufficient to pay the Insurance Premiums Real Property Taxes payable, or estimated by Lender to be payable, upon the due on such Policiesdates established by the appropriate taxing authority(ies) during the next ensuing twelve (12) months. Borrower pledges agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Real Property Taxes of which Borrower has obtained knowledge and authorizes Lender or hereafter deposited 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 as additional security to and no Event of Default exists, Lender shall pay the Debt subject to Tenant's right to such monies, if any, Real Property Taxes as set forth they become due on their respective due dates on behalf of Borrower by applying amounts in subparagraph 13(e) of the Lease. Lender will apply the Escrow Fund to pay Taxes and Insurance Premiums required to be paid pursuant to Sections 4.01 and 4.02 hereofthe payments of such Real Property Taxes. If the amount of the Escrow Fund exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereofReal Property Taxes, Lender will either 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 Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the Taxes and Insurance Premiumsitems set forth above, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the such 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No Unless required by applicable Law, no earnings or interest on the Escrow Fund will shall be payable to Borrower or credited 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 Borrowertimely pay such charges to the applicable Governmental Authority, except in the case of a Credit Rating Downgrade interest Lender (y) shall be disbursed according entitled (but not required) to pay same and/or (z) may require the Borrower to pay to the terms Lender a sum of money equal to 150% of the Leaseamount 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 any time after the option of Lender, Lender may require Mortgagor to establish an Event Escrow Fund (defined below) sufficient to discharge its obligations for the payment of Default (as defined Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits of Taxes and Insurance Premiums shall be made by Mortgagor to Lender in amounts determined by Lender in its discretion on the Lease) has occurreddate hereof to be held by Lender in escrow. Additionally, or if a Credit Rating Downgrade has occurred, Borrower must pay or must cause Tenant to Mortgagor shall pay to Lender on the Tax first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policiesfor 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 pledges Mortgagor agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Taxes and Insurance Premiums of which it has obtained knowledge and authorizes Lender or hereafter deposited its agent to obtain the bills for Taxes and Other Charges directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund as additional security and no Event of Default exists, Lender shall be obligated to pay the Debt subject to Tenant's right to such monies, if any, Taxes and Insurance Premiums as set forth in subparagraph 13(e) they become due on their respective due dates on behalf of the Lease. Lender will apply Mortgagor by applying the Escrow Fund to pay the payments of such Taxes and Insurance Premiums required to be paid made by Mortgagor pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof, Lender will either 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 person shown on the records of Lender to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the Taxes items set forth in (a) and Insurance Premiums(b) above, Borrower must Mortgagor shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No Unless otherwise required by Applicable Law (defined in Section 3.0), no earnings or interest on the Escrow Fund will shall be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the LeaseMortgagor.

Escrow Fund. At any time after the option of Lender, Lender may require Mortgagor to establish an Event Escrow Fund (defined below) sufficient to discharge its obligations for the payment of Default (as defined Insurance Premiums and Taxes pursuant to Sections 3.3 and 3.4 hereof. Initial deposits of Taxes and Insurance Premiums shall be made by Mortgagor to Lender in amounts determined by Lender in its discretion on the Lease) has occurreddate hereof to be held by Lender in escrow. Additionally, or if a Credit Rating Downgrade has occurred, Borrower must pay or must cause Tenant to Mortgagor shall pay to Lender on the Tax first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, upon the due dates established by the appropriate taxing authority during the next ensuing twelve (12) months and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policiesfor 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 pledges Mortgagor agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Taxes and Insurance Premiums of which it has obtained knowledge and authorizes Lender or hereafter deposited its agent to obtain the bills for Taxes and Other Charges directly from the appropriate tax authority. Provided there are sufficient amounts in the Escrow Fund as additional security and no Event of Default exists, Lender shall be obligated to pay the Debt subject to Tenant's right to such monies, if any, Taxes and Insurance Premiums as set forth in subparagraph 13(e) they become due on their respective due dates on behalf of the Lease. Lender will apply Mortgagor by applying the Escrow Fund to pay the payments of such Taxes and Insurance Premiums required to be paid made by Mortgagor pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 3.3 and 4.02 3.4 hereof, Lender will either 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 person shown on the records of Lender to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the Taxes items set forth in (a) and Insurance Premiums(b) above, Borrower must Mortgagor shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No Unless otherwise required by Applicable Law (defined in Section 3.10(a), no earnings or interest on the Escrow Fund will shall be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the LeaseMortgagor.

Escrow Fund. At any time the option of Lender after an Event of Default (as defined in the Lease) Borrower has occurredfailed to timely pay Insurance Premiums, Taxes or if a Credit Rating Downgrade has occurredOther Charges, Borrower must pay or must cause Tenant shall establish with Lender an Escrow Fund sufficient to discharge Borrower's obligations for the payment of Insurance Premiums, Taxes and Other Charges pursuant to Sections 3.1 and 3.2 hereof. Initial deposits of Taxes, Insurance Premiums and Other Charges, plus a two month reserve of each, shall be made by Borrower to Lender on the date hereof to be held by Lender in escrow. Additionally, Borrower shall pay to Lender on the Tax first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes and Insurance Reserve Fund Payment due under the Lease. In additionOther Charges payable, or estimated by Lender to be payable, 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, next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policiesfor 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 pledges agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Taxes, Insurance Premiums and Other Charges of which it has or hereafter deposited obtains knowledge of and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note, 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 as additional security to pay the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) of the Lease. Lender will apply the Escrow Fund to pay 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 Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender 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, in Lender's judgment, to pay when due the Taxes and Insurance Premiums, Borrower must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up the deficiency. Subject to Tenant's rights set forth in subparagraph 13(e) of the Lease, if an no Event of Default exists, Lender may apply any sums then shall be obligated to pay the Taxes, Insurance Premiums and Other Charges as they become due on deposit in their respective due dates on behalf of Borrower by applying the Escrow Fund to pay the following items in any order in its sole discretion: (i) Taxes payment of such Taxes, Insurance Premiums 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 Other Charges required to be made by Borrower 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 will not constitute a trust fund Sections 3.1 and may be commingled with other monies held by Lender. 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 disbursed according to the terms of the Lease3.

Escrow Fund. At any time after an Event of Default (as defined in the Lease) has occurredMortgagor shall, or if a Credit Rating Downgrade has occurredshall cause Prime Tenant to, Borrower must pay or must cause Tenant to Mortgagee on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Impositions payable, or estimated by Mortgagee to Lender the Tax and Insurance Reserve Fund Payment due under the Lease. In additionbe payable, 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, next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policiesfor 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 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 Mortgagor to Mortgagee. Mortgagor hereby pledges to Lender Mortgagee any and all monies now or hereafter deposited in the Escrow Fund as additional security to pay for the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) payment of the LeaseDebt. Lender will apply 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 to pay Taxes have been paid in full,and Insurance Premiums required to be paid pursuant to Sections 4.01 and 4.02 hereof. If provided that no Event of Default (hereinafter defined) has occurred hereunder, Mortgagee shall, on each January 1 after the amount of date hereof credit any excess funds in the Escrow Fund exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender 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 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, in Lender's judgment, sufficient to pay when due the Taxes items set forth in (a) and Insurance Premiums(b) above, Borrower must Mortgagor shall promptly pay, or must cause Tenant pay to pay promptly, to LenderMortgagee, upon demand, an amount which Lender Mortgagee shall estimate as sufficient to make up the deficiency. Subject to Tenant's rights set forth in subparagraph 13(e) Upon the occurrence of the Lease, if an Event of Default existsDefault, Lender Mortgagee may apply any sums then on deposit present in the Escrow Fund to pay the payment of the following items in any order in its sole uncontrolled discretion: (i) Taxes and Impositions and other charges; (ii) Insurance Premiums; (iiiii) Interest interest on the unpaid principal balance of the Note; (iiiiv) Amortization amortization of the unpaid principal balance of the Note; or; (ivv) All maintenance of the Mortgaged Property; and (vi) all other sums payable pursuant to the Loan Note, this Mortgage and the Other Security Documents, including, Protective Advances including without limitation advances made by LenderMortgagee pursuant to the terms of this Mortgage. Until expended or applied as above provided, any amounts in the Escrow Fund will shall constitute additional security for the Debt. The 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 will shall not constitute a trust fund and may be commingled with other monies held by LenderMortgagee. No earnings or interest on the Escrow Fund will shall be payable to Mortgagor. Notwithstanding anything contained in this paragraph 5 to the contrary, so long as (a) the Prime Tenant is the sole tenant of the entire Premises pursuant to the Prime Lease, (b) the Prime Lease is in full force and effect, (c) no default or credited 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 Borrowerhave been met; provided, except however, in the case event that Mortgagor is obligated pursuant to the Prime Lease to pay for or maintain insurance of a Credit Rating Downgrade interest any type, Mortgagor shall be disbursed according required to escrow sums with Mortgagee for such required insurance pursuant to the terms of the Leasethis paragraph 5.

Escrow Fund. At any time after an Event of Default (as defined In addition to the initial deposits with respect to Taxes made by Borrower to Lender on the date hereof to be held by Lender in the Lease) has occurred, or if a Credit Rating Downgrade has occurredescrow, Borrower must pay or must cause Tenant to shall pay to Lender on the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, first day of each calendar month one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months (such Policiesamounts shall be called the "Escrow Fund"). Borrower pledges agrees to notify Lender immediately of any changes to the amounts, schedules and all monies now instructions for payment of any Taxes of which it has obtained knowledge and authorizes Lender or hereafter deposited in its agent to obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note, shall be added together and shall be paid as additional security an aggregate sum by Borrower to pay the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) of the LeaseLender. Lender will apply the Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Borrower pursuant to Sections 4.01 and 4.02 Section 3.3 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 Section 3.3 hereof, Lender will either shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the Person person shown on the records of Lender to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the Taxes and Insurance Premiumswhen due, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund will shall be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the Lease.

Escrow Fund. At any time after (a) Grantor shall, following an Event of Default (as defined which has not been waived in writing by the Lease) has occurredHolders in accordance with the Indenture, or if a Credit Rating Downgrade has occurred, Borrower must pay or must cause Tenant to pay to Lender Mortgagee on the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, first day of each calendar month one-twelfth of an amount (hereinafter referred to as the "ESCROW FUND") which would be sufficient to pay the Insurance Premiums due on such Policies. Borrower pledges to Lender any Taxes, all insurance premiums and all monies now of Grantor's monetary obligations under the Lease payable, or hereafter deposited estimated by Mortgagee to be payable, during the ensuing twelve (12) months, 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 loss occasioned by investment of the Escrow Fund as additional security herein provided, by any delays in investing or reinvesting the Escrow Fund or by any failure to pay achieve the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) of maximum possible yield from the LeaseEscrow Fund. Lender Mortgagee will apply the Escrow Fund to pay the payment of Taxes and Insurance Premiums insurance premiums which are required to be paid by Grantor pursuant to Sections 4.01 and 4.02 hereofthe provisions of this Shore Mortgage. If the amount of the Escrow Fund exceeds the shall exceed such amounts due for Taxes and Insurance Premiums payable by Grantor pursuant to Sections 4.01 and 4.02 hereofthe provisions of this Shore Mortgage, Lender will either Mortgagee shall at its election, (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 Mortgaged PropertyTransaction Documents. If the Escrow Fund is not sufficientsufficient to pay such amounts as the same become payable, in Lender's judgmentGrantor shall on demand pay, to pay when due the Taxes and Insurance Premiums, Borrower must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, Mortgagee an amount which Lender shall estimate as be sufficient to make up 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 Any amounts in the Escrow Fund will constitute additional security for shall be kept separate and segregated from the Debtgeneral funds of Mortgagee. The Escrow Fund will not constitute a trust fund If this Shore mortgage is sold or assigned by Mortgagee in whole, Mortgagee shall deduct any amount owing to it under this Shore Mortgage or any Transaction Document and may be commingled with other monies transfer to the assignee the balance, if any, then held by LenderMortgagee under this Paragraph and, upon such assignment and transfer, Mortgagee shall have no further obligation to Grantor with respect to such amount. No earnings If at any time Grantor tenders to Mortgagee full payment of the entire Secured Obligations, including any applicable premium or interest on penalty, and the 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 event that the Escrow Fund will be payable is created, Mortgagee shall create an account denominated "Louisiana Casino Cruises, Inc. -- Shore Mortgage Escrow Fund" (or credited some similar name) in which to Borrower, except hold all amounts in the case of a Credit Rating Downgrade interest Escrow Fund. All amounts from time to time in the Escrow Fund shall be disbursed according invested in the First American Fund (or, if the First American Fund should become unavailable for any reason, a comparable cash management fund). Mortgagee is specifically authorized to implement its automated cash investment system to assure that funds in the terms of the LeaseEscrow Fund are invested and to charge its normal cash management fees, which may be deducted from income earned on investments.

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 must pay or must cause Tenant to pay to Lender the The Tax and Insurance Reserve Escrow Fund Payment due under and the Lease. In additionpayments of interest or principal or both, during any period that Borrower is required to maintain Policies payable pursuant to Section 4.01 hereofthe Note, shall be added together and shall be paid as an aggregate sum by Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policies. Borrower pledges to Lender any and all monies now or hereafter deposited in the Escrow Fund as additional security to pay the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) of the Lease. Lender will apply the Tax and Insurance Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Borrower pursuant to Sections 4.01 this Agreement and 4.02 hereofunder the Mortgage. In making any payment relating to the Tax and Insurance Escrow Fund, Lender 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 shall use reasonable efforts to pay such real property taxes sufficiently early to obtain the benefit of any available discounts of which it has knowledge. If the amount of the Tax and Insurance Escrow Fund exceeds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereofPremiums, Lender will either shall, 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 Mortgaged Property. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not sufficient, in Lender's judgment, or will not be sufficient to pay when due Taxes or Insurance Premiums by the Taxes and Insurance Premiumsdates set forth above, Borrower must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency. Subject deficiency at least thirty (30) days prior to Tenant's rights set forth in subparagraph 13(e) delinquency 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 or 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 will not constitute a trust fund and may be commingled with other monies held by Lender. 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 disbursed according to the terms of the Lease.

Escrow Fund. At any time after In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay or cause to be paid to Lender on the first day of each calendar month (a) one-twelfth of an Event of Default (as defined in amount which would be sufficient to pay the Lease) has occurredTaxes payable, or if a Credit Rating Downgrade has occurred, Borrower must pay or must cause Tenant estimated by Lender to pay to Lender the Tax and Insurance Reserve Fund Payment due under the Lease. In additionbe payable, during any period that the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower is required to maintain Policies covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 4.01 Subsection 3.3(c) hereof, or Lender shall require Borrower will also pay monthly to Lender, for deposit into the Escrow Fundobtain 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 on such Policiesfor 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 pledges shall pay to Lender any and all monies now or hereafter deposited an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Escrow Fund as additional security 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 Debt subject amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to Tenant's right obtain the bills for Taxes and Other Charges directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to such monies, if any, the Note shall be added together and shall be paid as set forth in subparagraph 13(e) of the Leasean aggregate sum by Borrower to Lender. Lender will apply the Escrow Fund to pay payments of Taxes and Insurance Premiums required to be paid made by Borrower pursuant to Sections 4.01 and 4.02 hereof. If the amount of the Escrow Fund exceeds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender will either shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the Person person shown on the records of Lender to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, sufficient to pay when due the Taxes items set forth in (a) and Insurance Premiums(b) above, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up 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 will shall not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund will shall be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the Lease.

Escrow Fund. At any time after the option of Lender, Lender may require Borrower to establish an Event Escrow Fund (defined below) sufficient to discharge its obligations for the payment of Default taxes, insurance premiums, and maintenance as required by the Mortgage/Deed of Trust in an amount equal to one hundred five percent (as defined 105%) of the total of these payments. The initial deposits together with the amounts set forth in this subsection shall be called the Lease) has occurred"Escrow Fund". Initial deposits for taxes, or if a Credit Rating Downgrade has occurredpremiums, and maintenance shall be made by Borrower to Lender in amounts determined by Lender in its sole and exclusive discretion on the date hereof to be held in Lender's Escrow Fund. Additionally, Borrower must pay or must cause Tenant to shall pay to Lender or its designee on the Tax and Insurance Reserve Fund Payment first day of each calendar month: (a) one twelfth of an amount which would be sufficient to pay the taxes payable, or estimated by Lender to be payable, upon the due under dates established by the Lease. In addition, appropriate taxing authority 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, ensuing twelve (12) months; (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums insurance premiums due on such Policiesfor 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 pledges shall notify Lender immediately of any changes to the amounts, schedules and instructions for payment of taxes, insurance premiums, and CAM of which it has obtained knowledge and expressly authorizes Lender any or its designee to obtain the bills for taxes and all monies now other charges directly from the appropriate authority. The Escrow Fund and the payments of interest or hereafter deposited 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 as additional security and no Default or an Event of Default exists, Lender shall be obligated to pay on behalf of Borrower the Debt subject to Tenant's right to such moniestaxes, if any, insurance premiums and CAM as set forth in subparagraph 13(e) of the Lease. Lender will apply they become due on their respective due dates by applying the Escrow Fund to pay Taxes the payment of such taxes, insurance premiums,and Insurance Premiums CAM required to be paid pursuant to Sections 4.01 and 4.02 hereofmade by Borrower hereunder. If the amount of the Escrow Fund exceeds shall not be sufficient to pay the amounts due for Taxes taxes, insurance premiums, and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender 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, in Lender's judgment, to pay when due the Taxes and Insurance PremiumsCAM herein, Borrower must shall promptly pay, or must cause Tenant to pay promptly, to top Lender, upon demand, an amount which Lender shall estimate as sufficient to make up 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 will not shall constitute a trust separate fund and may shall not be commingled with other monies held by Lender. No interest or earnings or interest shall be payable to Borrower on the Escrow Fund will be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the LeaseFund.