Common use of Escrows Clause in Contracts

Escrows. Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes and assessments next due (“Charges”): 2.2.1 Initially a sum equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and 2.2.2 Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged Property. Mortgagee will, upon the presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged Property, then the amounts in escrow shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇.

Escrows. Mortgagor (a) At the Closing, the Buyer shall deposit with Mortgageethe Escrow Agent, or at Mortgagee’s requestby wire transfer of immediately available funds $1,572,000 of the Purchase Price (the “Tax Escrow Deposit” and, together with its servicing agentinterest earned thereon, on the first day of each “Tax Escrow Fund”), to be held in an escrow account in accordance with the Escrow Agreement and every month hereafter as a deposit this Agreement to pay the costs of taxes and assessments next due (“Charges”): 2.2.1 Initially a sum equal provide security to the estimated Charges Buyer solely with respect to (i) the real property tax liabilities (each, a “Tax Liability” and collectively, the “Tax Liabilities”) identified in that certain letter dated June 28, 2016 from the USVI Lieutenant Governor attached as Exhibit L hereto, and (ii) the Tax liens identified on Exhibit M hereto (each, a “Tax Lien” and together, the “Tax Liens”). The Tax Escrow Fund shall be used solely to satisfy Tax Liens and Tax Liabilities and shall not be used for any other Losses. The Tax Escrow Fund shall be disbursed at such times and in such amounts as Buyer and Parent shall mutually agree in accordance with the next due paymentfollowing: (i) At such time that Parent provides Buyer with evidence reasonably satisfactory to Buyer that a Tax Lien has been released in full, taking into consideration Buyer and Parent shall execute and deliver a joint instruction letter to the amounts Escrow Agent that instructs the Escrow Agent to disburse to Parent from the Tax Escrow Fund the amount listed on Exhibit L for such Tax Lien, unless it is determined that the amount of the Liability for other Tax Liens or Tax Liabilities that have not been released and satisfied exceed the amount listed with respect thereto on Exhibit L or M, as applicable, in which case the amount disbursed to Parent will be deposited in subsection 2.2.2 prior to such next due payment, all as determined reduced by Lender; and 2.2.2 Thereafter an amount equal to one-twelfth such excess. (1/12thii) At such time that Parent provides Buyer with evidence reasonably satisfactory to Buyer that a Tax Liability has been satisfied in full, whether by offset against credit balances for overpaid franchise taxes or otherwise, Buyer and Parent shall work together in good faith to determine the amount to be disbursed to Parent (if any) from the Tax Escrow Fund for the satisfaction of such Tax Liability and following such determination, execute and deliver a joint instruction letter to the Escrow Agent that instructs the Escrow Agent to disburse to Parent such amount. (iii) If mutually agreed by Parent and Buyer, they shall instruct the Escrow Agent to disburse funds from the Tax Escrow Fund directly to the appropriate Tax authority to pay Liabilities for Taxes determined to be owing in excess of credit balances for overpaid franchise taxes or otherwise. (iv) To the extent Buyer or any of its Affiliates pays or satisfies Tax Liens or Tax Liabilities by offset against Tax credits or receivables (other than via offset against Tax receivables included in the final calculation of Net Working Capital), Buyer and Parent shall execute and deliver a joint instruction to the Escrow Agent that instructs the Escrow Agent to disburse to Buyer an amount equal to the amount so paid or offset. (v) At such time as all Tax Liens and Tax Liabilities have been satisfied in full, Buyer and Parent shall execute and deliver a joint instruction letter to the Escrow Agent that instructs the Escrow Agent to disburse to the balance of the estimated annual Charges due on Tax Escrow Fund, if any, to Parent. The Buyer and Parent acknowledge the Mortgaged Propertyinterplay between the Tax Liens and Tax Liabilities and the tax receivables and tax liabilities included in the final Net Working Capital as determined in accordance with Section 2.05. Mortgagee willAccordingly, upon at all times, Parent and Buyer shall cooperate in good faith to give proper consideration to such interplay so as to avoid either party receiving the presentation to Mortgagee benefit of double-counting. (b) At the Closing, the Buyer shall deposit with the Escrow Agent, by Mortgagor wire transfer of immediately available funds $14,500,000 of the bills thereforPurchase Price (the “Indemnity Escrow Deposit” and, pay together with interest earned thereon, the Charges from such deposits or will upon presentation of receipted bills therefor“Indemnity Escrow Fund”), reimburse Mortgagor to be held in an escrow account in accordance with the Escrow Agreement and this Agreement as security to the Buyer for such payments made by MortgagorParent’s indemnification obligations under this Agreement. In On the event the deposits on hand shall not be sufficient to pay all 15th month anniversary of the estimated Charges when Closing Date, the same shall become due from time balance of the Indemnity Escrow Fund, less any amounts subject to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made outstanding claims for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the IndebtednessLosses, shall be held released to Parent in accordance with this Agreement and the Escrow Agreement. (c) If on the 15th month anniversary of the Closing, any claim by Buyer for Losses to be paid from the purposes for which made as herein providedIndemnity Escrow Fund remains outstanding or a balance remains in the Tax Escrow Fund, may the Escrow Agreement and respective escrow accounts shall remain in place, and an amount equal to such Losses or other balance, if applicable, shall continue to be held by Mortgagee or its servicing agent the Escrow Agent thereunder until final resolution of all of such claims and may be commingled with other funds matters, as applicable, and the disbursement in full of Mortgageethe Escrow Amount, or its servicing agent, at which time the Escrow Agreement shall be held without any allowance of interest thereon terminated in accordance with this Agreement and the Escrow Agreement. (d) Without limiting the foregoing, the Buyer shall not be subject afford the Parent and its designees and representatives reasonable access to the decision or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any paymentsbooks, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy records (including accountants’ work papers) and employees of the sameCompany and the Seller Entities, in each case, to the extent the Parent reasonably requests in connection with satisfying a Tax Lien or Tax Liability or a request for a disbursement from the Tax Escrow Fund, in accordance with this Agreement and the Escrow Agreement. If the taxes shown in the tax statement The Buyer shall be levied on property more extensive than the Mortgaged Propertyalso provide Parent with prompt written notice, then the amounts in escrow shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right with reasonable supporting documentation, of its satisfaction of any Tax Lien or Tax Liability pursuant to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇Section 2.03(a)(iv).

Escrows. Mortgagor Upon demand, Borrower shall deposit with Mortgageethe Lender, or at MortgageeLender’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes taxes, assessments and assessments insurance premiums next due (“Charges”): 2.2.1 (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and 2.2.2 (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged PropertyPremises. Mortgagee Lender will, upon the presentation to Mortgagee the Lender by Mortgagor the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor the Borrower for such payments made by Mortgagorthe Borrower. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor the Borrower shall pay to Mortgagee the Lender on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event event of Default default shall occur under the terms of this Mortgage, Mortgagee Mortgage the Lender may, at its option, without being required so to do, apply any deposits on hand to the IndebtednessIndebtedness Secured Hereby, in such order and manner as Mortgagee the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to Mortgagor the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the IndebtednessIndebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Mortgagee Lender or its servicing agent and may be commingled with other funds of Mortgageethe Lender, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagorthe Borrower. Neither Mortgagee Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee Lender or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged PropertyPremises, then the amounts in escrow escrowed shall be based on the entire tax ▇▇▇▇ and Mortgagor Borrower shall have no right to require an apportionment and Mortgagee Lender or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee the Lender shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇.

Escrows. Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agent, on The loan documents require the first day of each and every month hereafter as a deposit borrower to pay the costs of taxes and assessments next due (“Charges”): 2.2.1 Initially a sum equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited fund monthly escrow deposits in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and 2.2.2 Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged Property. Mortgagee will, upon the presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all real estate taxes and property insurance premiums when due. In addition, the loan documents require the borrower to make monthly deposits of $27,353.50 to a furniture, fixtures and equipment escrow account until a balance of $750,000 is achieved and thereafter to make monthly contributions of $27,353.50 or such lesser amount as is necessary to maintain that balance. ADDITIONAL DEBT/TRANSFERS The loan documents provide that the mortgage loan will become immediately due and payable upon (i) any transfer of the estimated Charges when borrower's interest in the same shall become due mortgaged property or a transfer of more than 49% of the interests in the borrower to an unrelated third party or (ii) any additional encumbrance of the mortgaged property, in each case without the prior written consent of the lender. See Loan No. 26908 in the mortgage loan schedule. ------------------------------------------------------------------------------- THIS INFORMATION SHOULD BE CONSIDERED ONLY AFTER READING THE UNDERWRITERS' STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES, AND OTHER INFORMATION ("THE STATEMENT") WHICH SHOULD BE ATTACHED. DO NOT USE OR RELY ON THIS INFORMATION IF YOU HAVE NOT RECEIVED AND REVIEWED THE STATEMENT. YOU MAY OBTAIN A COPY OF THE STATEMENT FROM YOUR SALES REPRESENTATIVE. The Underwriters make no representations as to the accuracy or completeness of the information contained herein. The information contained herein is qualified in its entirety by the information in the Prospectus and Prospectus Supplement for this transaction. The information contained herein is preliminary as of the date hereof and will be superseded by the applicable final Prospectus and Prospectus Supplement and any other information subsequently filed with the Securities and Exchange Commission. These materials are subject to change, completion, or amendment from time to timetime without notice, and the Underwriters are under no obligation to keep you advised of such changes. These materials are not intended as an offer or solicitation with respect to the prior deposits shall purchase or sale of any security. Any investment decision with respect to the securities should be less than made by you based upon the currently estimated monthly amountsinformation contained in the final Prospectus Supplement and Prospectus relating to the securities. You should consult your own counsel, then Mortgagor shall pay accountant, and other advisors as to Mortgagee the legal, tax, business, financial and related aspects of a purchase of these securities. ------------------------------------------------------------------------------- BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. 2000-WF2 ------------------------------------------------------------------------------- 48 LOAN NO. 29198 -- AMC CANTERA 30 OVERVIEW This mortgage loan is secured by a first mortgage on demand any amount necessary to make up the deficiencyborrower's fee interest in a 130,757 square foot megaplex theater located in Warrenville, Illinois. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held mortgage loan was originated by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statementBear, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged Property, then the amounts in escrow shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇Funding, Inc. on April 27, 2000.

Escrows. Mortgagor shall deposit with Mortgagee, The Buyer is entitled to all or at Mortgagee’s request, with its servicing agent, on a portion of the first day of each and every month hereafter as a deposit to pay the costs of taxes and assessments next due (“Charges”): 2.2.1 Initially a sum equal Working Capital Escrowed Cash to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and 2.2.2 Thereafter an amount equal to one-twelfth (1/12th) extent of any obligations of the estimated annual Charges due on Seller under Section 2.6 and the Mortgaged Property. Mortgagee will, upon Indemnity Escrowed Shares to the presentation to Mortgagee by Mortgagor extent of any obligations of the bills thereforSeller under Section 9.2. To the extent funds or Indemnity Escrowed Shares, pay as applicable, are due to Buyer, Buyer and Seller shall jointly instruct the Charges from Working Capital Escrow Agent or the Indemnity Escrow Agent, as applicable, to release such deposits funds or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made Indemnity Escrowed Shares to Buyer that are specified with reasonable detail by Mortgagorthe Seller. In the event there is a dispute regarding the deposits on hand shall not amount of funds or shares to be sufficient to pay all released from the Working Capital Escrow Account or the Indemnity Escrow Account, only that portion of the estimated Charges when the same shall become due from time to time, funds or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, shares in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, dispute shall be held for back and not released until resolution of the dispute. If any Indemnity Escrowed Shares remains in the Indemnity Escrow Account on the second anniversary of the Closing Date and there is no indemnity Claim of the Buyer then still unresolved (or otherwise once all such Claims are resolved), the Parties shall execute and deliver to the Indemnity Escrow Agent joint written instructions promptly to deliver all such remaining shares to Seller. If any Working Capital Escrowed Cash (or interest thereon) remains in the Working Capital Escrow Account on the date that such Working Capital Adjustment is resolved and there is no Working Capital Adjustment payable to Buyer, the Parties shall execute and deliver to the Working Capital Escrow Agent joint written instructions promptly to deliver all such amounts by wire transfer of immediately available funds to Seller. For the purposes for which made as herein providedof valuing any Indemnity Escrowed Shares to be released from the Indemnity Escrow Account in satisfaction of an indemnity claim under this Agreement, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, such Indemnity Escrowed Shares shall be held without any allowance valued based upon the volume-weighted average price of interest thereon and shall not be subject to the decision or control a share of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇▇ or estimate procured from or issued by Common Stock for the payee without inquiry into 20 trading day period ending at the validity or accuracy close of trading on the NYSE immediately preceding the date of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged Property, then the amounts in escrow shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇joint written instruction.

Escrows. Mortgagor shall deposit with the Mortgagee, or at Mortgagee’s 's request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes taxes, assessments and assessments insurance premiums next due (“"Charges”"): 2.2.1 (a) Initially a sum equal to the estimated Charges for the next due payment, taking into consideration such that the amounts to be deposited in subsection 2.2.2 prior pursuant to (b) next and such next due payment, all as determined by Lenderinitial sum shall equal the estimated Charges; and 2.2.2 (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged PropertyPremises. Mortgagee will, upon the presentation to the Mortgagee by the Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Mortgagor for such payments made by the Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then the Mortgagor shall pay to the Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event event of Default default shall occur under the terms of this Mortgage, Mortgage the Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the IndebtednessIndebtedness Secured Hereby, in such order and manner as the Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the IndebtednessIndebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of the Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of the Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged PropertyPremises, then the amounts in escrow escrowed shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and the Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇.

Escrows. Mortgagor (i) At the Closing, Parent shall deposit $14,050,000 (the “Indemnity Escrow Amount”) in an account with Mortgagee, or at Mortgagee’s request, the Escrow Agent to be held by the Escrow Agent in accordance with its servicing agent, on the first day terms of each and every month hereafter as the Escrow Agreement; provided that $250,000 of such Indemnity Escrow Amount (the “Reserve Amount”) shall be held in a deposit separate account by the Escrow Agent solely for the use of the Holder Representatives to pay the costs of taxes and assessments next due costs, fees or other expenses (“Charges”): 2.2.1 Initially a sum equal including, without limitation, all claims for indemnification under Section 8.7(f)) related to the estimated Charges Holder Representatives’ actions taken with respect to this Agreement or the Escrow Agreement. Neither Parent nor any Parent Indemnitee shall have any right, title or interest to the Reserve Amount and shall not make any claims against the Reserve Amount under this Agreement or otherwise. The Indemnity Escrow Amount shall be used to satisfy claims for the next due payment, taking into consideration the amounts indemnification by Parent Indemnitees determined to be deposited due and payable pursuant to this Agreement in subsection 2.2.2 prior accordance with the terms of the Escrow Agreement and shall be maintained and used strictly in accordance with the terms of this Agreement and the Escrow Agreement. The portion of the Indemnity Escrow Amount that shall be withheld with respect to (A) each share of Preferred Stock shall equal the Escrow Percentage of the Per Share Amount, (B) each share of Common Stock shall equal the Escrow Percentage of the Per Share Amount, (C) payment for each In-the-Money Option shall equal the Escrow Percentage of such next due payment and (D) payment for each In-the-Money Warrant shall equal the Escrow Percentage of such payment, all . Any disbursements of Indemnity Escrow Amounts to the Equityholders shall be made in accordance with the Company Charter as determined by Lender; andeither of the Holder Representatives in its discretion. 2.2.2 Thereafter (ii) At the Closing, Parent shall deposit an amount equal to one-twelfth (1/12th) the sum of the estimated annual Charges due on Option Payoff Amounts for all Unvested, In-the-Money Options outstanding immediately prior to the Mortgaged Property. Mortgagee will, upon Effective Time less the presentation Escrow Percentage thereof (the “Option Escrow Amount”) in an account with the Escrow Agent (the “Option Escrow Fund”) to Mortgagee be held by Mortgagor the Escrow Agent in accordance with the terms of the bills thereforEscrow Agreement. On the Scheduled Vesting Date for an Unvested Option or portion thereof, pay the Charges from Escrow Agent shall (subject to any applicable Taxes deducted or withheld pursuant to Section 2.10) disburse to the Surviving Corporation, for payment to the holder of such deposits or will upon presentation of receipted bills thereforUnvested Option, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all a portion of the estimated Charges when Option Escrow Amount equal to (A) the same shall become due Option Payoff Amount for the portion of such Unvested Option that has vested on such date less an amount equal to such Option Payoff Amount multiplied by the Escrow Percentage plus (B) if such Scheduled Vesting Date occurs on or after the Escrow Termination Date, the portion of any amount released from time the Indemnity Escrow Fund to timewhich the holder of such Unvested Option is entitled in accordance with the Company Charter and this Agreement with respect to the portion of such Unvested Option that has vested on such date, or as determined by either of the prior deposits Holder Representatives in its sole discretion. Distributions to employees holding Unvested, In-the-Money Options which are subject to the provisions of Section 102 of the Ordinance (“Section 102”) shall be less than made directly to a Trustee that qualifies under the currently estimated monthly amounts, then Mortgagor provisions of Section 102 and shall pay be subject to Mortgagee on demand any amount necessary to make up tax ruling or approval from the deficiencyIsraeli Tax Authority received either by the Company or Parent. The excess of any such deposits Option Escrow Amount shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under maintained and used strictly in accordance with the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand Agreement and the Escrow Agreement. (A) Notwithstanding anything to the Indebtednesscontrary in this Agreement, payments from the Option Escrow Fund shall only be made for payment to a holder of an Unvested, In-the-Money Option on a Scheduled Vesting Date with respect to such Option if the holder would have been entitled to exercise such Option on such Scheduled Vesting Date in accordance with the terms of such order Option in effect immediately prior to the Effective Time, had such Option not been canceled and manner as Mortgagee may electextinguished at the Effective Time in accordance with Section 2.7(g). When A holder of an Unvested, In-the-Money Option who would no longer be entitled to exercise such Option in accordance with the Indebtedness has terms of such Unvested, In-the-Money Option in effect immediately prior to the Effective Time had such Option not been fully paid canceled and extinguished at the Effective Time in accordance with Section 2.7(g), shall forfeit all rights to receive any remaining deposits portion of the Merger Consideration attributable to such Option, except with respect to amounts payable under the previous sentence. (B) Any portion of the Option Escrow Fund forfeited by holders of Unvested, In-the-Money Options during a particular calendar year shall be returned distributed within thirty (30) days following the end of such year, provided that the amount to Mortgagor be distributed is greater than $50,000, and on the Option Escrow Fund Termination Date to the record holders of Preferred Stock and Common Stock as its interest may appear. All deposits are hereby pledged as additional security for of the Indebtedness, Closing Date; such amount shall be held for distributed among such holders of Preferred Stock and Common Stock in accordance with the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy provisions of the same. If the taxes shown Company Charter regarding distributions to holders of Preferred Stock and Common Stock upon a Liquidation Event (as defined in the tax statement shall be levied on property more extensive than the Mortgaged PropertyCompany Charter), then the amounts in escrow shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment as determined by either of the tax ▇▇▇▇Holder Representatives in its sole discretion.

Escrows. Mortgagor Grantor shall deposit with Mortgageethe Beneficiary, or at Mortgagee’s Beneficiary's request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes taxes, assessments and assessments insurance premiums next due (“"Charges”"): 2.2.1 (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and 2.2.2 (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged PropertyPremises. Mortgagee Beneficiary will, upon the presentation to Mortgagee the Beneficiary by Mortgagor the Grantor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor the Grantor for such payments made by Mortgagorthe Grantor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor the Grantor shall pay to Mortgagee the Beneficiary on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event event of Default default shall occur under the terms of this Mortgage, Mortgagee Deed of Trust the Beneficiary may, at its option, without being required so to do, apply any deposits on hand to the IndebtednessIndebtedness Secured Hereby, in such order and manner as Mortgagee the Beneficiary may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to Mortgagor the Grantor as its interest may appear. All deposits are hereby pledged as additional security for the IndebtednessIndebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Mortgagee Beneficiary or its servicing agent and may be commingled with other funds of Mortgageethe Beneficiary, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagorthe Grantor. Neither Mortgagee Beneficiary nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee Beneficiary or its servicing agent may rely on any statement, ▇▇bill ▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged PropertyPremises, then the amounts in escrow escrowed shall be based on the entire tax ▇bill ▇▇▇ and Mortgagor Grantor shall have no right to require an apportionment and Mortgagee Beneficiary or its servicing agent may pay the entire tax bill ▇▇▇▇ notwithstanding withstanding that such taxes pertain in part to other property and Mortgagee the Beneficiary shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇bill.

Escrows. Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agentagent or a bank designated by Mortgagee, on the first day of each and every month hereafter as a deposit to pay the costs of taxes taxes, assessments and assessments insurance premiums next due (the “Charges”): 2.2.1 (a) Initially a sum such that the amounts to be deposited pursuant to Section 2.2 (b) and such initial sum shall be equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lenderpayment thereon; and 2.2.2 (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged PropertyPremises. N:\PL\80714\80714-073\1257591.doc Mortgagee will, upon the presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will will, upon presentation of receipted bills therefor, reimburse Mortgagor for from such deposits and payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the IndebtednessIndebtedness Secured Hereby, in such order and manner as Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid paid, any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the IndebtednessIndebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent or such designated bank and may be commingled with other funds of Mortgagee, Mortgagee or its servicing agentagent or such designated bank, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagor. Any such agent or designated bank shall execute a control agreement to perfect the security interest of Mortgagee in such account, in form and substance satisfactory to Mortgagee. Neither Mortgagee nor its servicing agent or such designated bank shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent or such designated bank may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged PropertyPremises, then the amounts in escrow escrowed shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇.. N:\PL\80714\80714-073\1257591.doc

Escrows. Mortgagor shall deposit with the Mortgagee, or at Mortgagee’s 's request, with its a servicing agent, on same day as payments are due under the first day of Note each and every month hereafter as a deposit to pay the costs of taxes taxes, assessments and assessments insurance premiums next due (“"Charges”"): 2.2.1 (a) Initially a sum equal to the estimated Charges for the next due payment, taking into consideration such that the amounts to be deposited in subsection 2.2.2 prior pursuant to such next due payment, all as determined by Lenderparagraph 2.2 (b) shall equal the estimated Charges; and 2.2.2 (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged PropertyPremises. Mortgagee will, upon the presentation to the Mortgagee by the Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Mortgagor for such payments made by the Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then the Mortgagor shall pay to the Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event event of Default default shall occur under the terms of this Mortgage, the Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the IndebtednessIndebtedness Secured Hereby, in such order and manner as the Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid paid, any remaining deposits deposits, shall be returned to the Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the IndebtednessIndebtedness Secured Hereby, shall be held for the purposes for which they were made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of the Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of the Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged PropertyPremises, then the amounts in escrow escrowed shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and the Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇.

Escrows. Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agent, on The loan documents require the first day of each and every month hereafter as a deposit borrower to fund monthly escrow deposits in an amount sufficient to pay real estate taxes when due. In addition, the costs of taxes and assessments next due (“Charges”): 2.2.1 Initially a sum equal loan documents require the borrower to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited fund monthly escrow deposits in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and 2.2.2 Thereafter an amount equal to one-twelfth $11,570.80 for future capital expenditures. ADDITIONAL DEBT/TRANSFERS The loan documents provide that the mortgage loan will become immediately due and payable upon (1/12thi) any transfer of the estimated annual Charges due on borrower's interest in any mortgaged property or any transfer of an interest in the Mortgaged Property. Mortgagee willborrower or (ii) any additional encumbrance of any mortgaged property, upon in each case without the presentation to Mortgagee by Mortgagor prior written consent of the bills thereforlender. See Loan No. 310851623 in the mortgage loan schedule. ------------------------------------------------------------------------------- THIS INFORMATION SHOULD BE CONSIDERED ONLY AFTER READING THE UNDERWRITERS' STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, pay PRICING ESTIMATES, AND OTHER INFORMATION ("THE STATEMENT") WHICH SHOULD BE ATTACHED. DO NOT USE OR RELY ON THIS INFORMATION IF YOU HAVE NOT RECEIVED AND REVIEWED THE STATEMENT. YOU MAY OBTAIN A COPY OF THE STATEMENT FROM YOUR SALES REPRESENTATIVE. The Underwriters make no representations as to the Charges from such deposits accuracy or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all completeness of the estimated Charges when information contained herein. The information contained herein is qualified in its entirety by the same shall become due information in the Prospectus and Prospectus Supplement for this transaction. The information contained herein is preliminary as of the date hereof and will be superseded by the applicable final Prospectus and Prospectus Supplement and any other information subsequently filed with the Securities and Exchange Commission. These materials are subject to change, completion, or amendment from time to timetime without notice, and the Underwriters are under no obligation to keep you advised of such changes. These materials are not intended as an offer or solicitation with respect to the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess purchase or sale of any such deposits shall be credited security. Any investment decision with respect to subsequent payments to the securities should be made for such items. If a default or an Event of Default shall occur under by you based upon the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand information contained in the final Prospectus Supplement and Prospectus relating to the Indebtednesssecurities. You should consult your own counsel, in such order accountant, and manner other advisors as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control legal, tax, business, financial and related aspects of Mortgagora purchase of these securities. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ------------------------------------------------------------------------------- BEAR ▇▇▇▇▇▇▇ or estimate procured from or issued COMMERCIAL MORTGAGE SECURITIES INC. 2000-WF2 ------------------------------------------------------------------------------- 34 LOAN NO. 10006891 -- TROLLEY SQUARE OVERVIEW This mortgage loan is secured by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged Property, then the amounts in escrow shall be based a first mortgage on the entire tax borrower's fee interest in a 220,451 square foot anchored shopping center located in Salt Lake City, Utah. The mortgage loan was originated by or on behalf of ▇▇▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc. on July 13, 2000.

Escrows. After the occurrence of an Event of Default and at Mortgagee's request, Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agent, on the first day of each and every month hereafter as month, commencing with the date the first payment of interest and/or principal and interest shall become due on the Indebtedness, a deposit to pay the costs Impositions and insurance premiums (hereinafter collectively referred to as the "Charges") in an amount equal to: (a) One-twelfth (1/12) of taxes and assessments the annual Impositions next to become due (“Charges”): 2.2.1 Initially a sum equal to upon the estimated Charges for Premises; provided that, with the next due paymentfirst such deposit, taking into consideration the amounts to there shall be deposited in subsection 2.2.2 prior addition an amount as estimated by Mortgagee which, when added to monthly deposits to be made thereafter as provided for herein, shall assure to Mortgagee's satisfaction that there will be sufficient funds on deposit to pay the Impositions as they come due; plus (b) One-twelfth (1/12) of the annual premiums on each policy of insurance required to be maintained hereunder; provided that with the first such next due paymentdeposit there shall be deposited, all as determined by Lender; and 2.2.2 Thereafter in addition, an amount equal to one-twelfth (1/12th1/12) of such annual insurance premiums multiplied by the estimated annual Charges number of months elapsed between the date premiums on each policy were last paid to and including the date of deposit; provided that the amount of such deposits shall be based upon Mortgagee's estimate as to the amount of Impositions and premiums of insurance next to be payable and may require that the full amount of such payment will be available to Mortgagee at least one month in advance of the due on the Mortgaged Propertydate. Mortgagee will, upon the timely presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation deposits. Mortgagor agrees to cooperate and assist in obtaining of receipted tax bills therefor, reimburse Mortgagor for such payments made when requested by MortgagorMortgagee. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall immediately pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to towards subsequent payments to be made for such itemsCharges. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the payment of Charges whether then due or not or to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and without fiduciary responsibility on the part of Mortgagee or its agents and shall not be subject to the decision direction or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged PropertyPremises, then the amounts in escrow shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇, and any payment of taxes based on a larger parcel shall be paid by Mortgagor and Mortgagor shall expeditiously cause a tax subdivision to be made.

Escrows. Except to the extent waived by Mortgagee, Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agent, on the first fifteenth (15th) day of each and every month hereafter as month, commencing with the date the first payment of interest and/or principal and interest shall become due on the Indebtedness, a deposit to pay the costs of taxes Impositions and assessments next due insurance premiums (hereinafter collectively referred to as the “Charges”):) in an amount equal to: 2.2.1 Initially a sum equal (a) One-twelfth (1/12) of the annual Impositions next to become due upon the estimated Charges for Premises; provided that, with the next due paymentfirst such deposit, taking into consideration the amounts to there shall be deposited in subsection 2.2.2 prior addition an amount as estimated by Mortgagee which, when added to monthly deposits to be made thereafter as provided for herein, shall assure to Mortgagee’s satisfaction that there will be sufficient funds on deposit to pay the Impositions as they come due; plus (b) One-twelfth (1/12) of the annual premiums on each policy of insurance required to be maintained hereunder; provided that with the first such next due paymentdeposit there shall be deposited, all as determined by Lender; and 2.2.2 Thereafter in addition, an amount equal to one-twelfth (1/12th1/12) of such annual insurance premiums multiplied by the estimated annual Charges number of months elapsed between the date premiums on each policy were last paid to and including the date of deposit; provided that the amount of such deposits shall be based upon Mortgagee’s estimate as to the amount of Impositions and premiums of insurance next to be payable and may require that the full amount of such payment will be available to Mortgagee at least one month in advance of the due on the Mortgaged Propertydate. Mortgagee Mortgagee, or its servicing agent will, upon the timely presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits deposits. Mortgagor agrees to cooperate and assist in obtaining of tax bills when requested by Mortgagee or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagorits servicing agent. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall immediately pay to Mortgagee Mortgagee, or its servicing agent, on demand demand, any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to towards subsequent payments to be made for such itemsCharges. Loan No. 09090 17 If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the payment of Charges whether then due or not or to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and without fiduciary responsibility on the part of Mortgagee or its agents and shall not be subject to the decision direction or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇ or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged PropertyPremises, then the amounts in escrow shall be based on the entire tax ▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇, and any payment of taxes based on a larger parcel shall be paid by Mortgagor and Mortgagor shall expeditiously cause a tax subdivision to be made.

Escrows. Mortgagor shall deposit If the borrower at any time fails to provide the lender with Mortgageesatisfactory evidence of payment of real estate taxes and property insurance premiums in accordance with the loan documents, the lender may require the borrower to thereafter fund escrows for those items. The loan documents require the borrower to fund monthly deposits into an escrow account for future capital expenditures in the amount of $5,835 monthly ($70,020 annually). ADDITIONAL DEBT/TRANSFERS The loan documents provide that the mortgage loan will become immediately due and payable upon (i) any transfer of the borrower's interest in the mortgaged property or any transfer of an interest in the borrower or (ii) any additional encumbrance of the mortgaged property, in each case without the prior written consent of the lender. See Loan No. 310900049 in the mortgage loan schedule. ------------------------------------------------------------------------------- THIS INFORMATION SHOULD BE CONSIDERED ONLY AFTER READING THE UNDERWRITERS' STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES, AND OTHER INFORMATION ("THE STATEMENT") WHICH SHOULD BE ATTACHED. DO NOT USE OR RELY ON THIS INFORMATION IF YOU HAVE NOT RECEIVED AND REVIEWED THE STATEMENT. YOU MAY OBTAIN A COPY OF THE STATEMENT FROM YOUR SALES REPRESENTATIVE. The Underwriters make no representations as to the accuracy or completeness of the information contained herein. The information contained herein is qualified in its entirety by the information in the Prospectus and Prospectus Supplement for this transaction. The information contained herein is preliminary as of the date hereof and will be superseded by the applicable final Prospectus and Prospectus Supplement and any other information subsequently filed with the Securities and Exchange Commission. These materials are subject to change, completion, or at Mortgagee’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes and assessments next due (“Charges”): 2.2.1 Initially a sum equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and 2.2.2 Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged Property. Mortgagee will, upon the presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due amendment from time to timetime without notice, and the Underwriters are under no obligation to keep you advised of such changes. These materials are not intended as an offer or solicitation with respect to the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess purchase or sale of any such deposits shall be credited security. Any investment decision with respect to subsequent payments to the securities should be made for such items. If a default or an Event of Default shall occur under by you based upon the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand information contained in the final Prospectus Supplement and Prospectus relating to the Indebtednesssecurities. You should consult your own counsel, in such order accountant, and manner other advisors as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control legal, tax, business, financial and related aspects of Mortgagora purchase of these securities. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ------------------------------------------------------------------------------- BEAR ▇▇▇▇▇▇▇ or estimate procured from or issued COMMERCIAL MORTGAGE SECURITIES INC. 2000-WF2 ------------------------------------------------------------------------------- 44 LOAN NO. 310900130 -- SAN FRANCISCO MEDICAL CENTER OVERVIEW This mortgage loan is secured by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged Property, then the amounts in escrow shall be based a first mortgage on the entire tax borrower's leasehold interest in a 66,122 square foot medical office building located in San Francisco, California. The mortgage loan was originated by ▇▇▇▇▇ and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax ▇▇▇▇Fargo Bank, National Association on August 15, 2000. ------------------------------------------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $18,088,622 PROPERTY TYPE: Office, Medical GROSS MORTGAGE RATE: 8.3200% LOCATION: San Francisco, California INTEREST ACCRUAL METHOD: Actual/360 YEAR BUILT/RENOVATED: 1989 FIRST PAYMENT DATE: 10/1/2000 SQUARE FEET: 66,122 MATURITY DATE: 9/1/2010 CUT-OFF DATE BALANCE/SQ.FT.: $273.56

Escrows. Mortgagor (i) At the Closing, Purchaser shall deposit with Mortgagee, deliver or at Mortgagee’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes and assessments next due (“Charges”): 2.2.1 Initially a sum equal to the estimated Charges for the next due payment, taking into consideration the amounts cause to be deposited in subsection 2.2.2 prior delivered to such next due payment, all as determined by Lender; and 2.2.2 Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged Property. Mortgagee will, upon the presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, ▇▇▇▇▇ or estimate procured from or issued Fargo Bank, National Association (the “Escrow Agent”) the sum of Three Million Six Hundred Thousand Dollars ($3,600,000) (the “Indemnity Escrow Amount”), for deposit into an escrow account (the “Indemnity Escrow Account”) in accordance with the terms of an escrow agreement in form and substance satisfactory to Purchaser, the Company and Sellers (the “Indemnity Escrow Agreement”). The Indemnity Escrow Amount is a portion of the aggregate Purchase Price otherwise payable to Sellers. The Indemnity Escrow Amount so deposited shall be applied by the payee without inquiry into Escrow Agent in accordance with the validity or accuracy terms and conditions of this Agreement and the Indemnity Escrow Agreement. The Indemnity Escrow Amount shall, subject to the terms of the sameIndemnity Escrow Agreement, be paid (less any resolved or unresolved indemnification claims made or pending up to such time) to the Sellers on the one (1) year anniversary of the Closing Date. If the taxes shown Sellers shall be entitled to all earnings (net of any Purchaser Tax Distributions as defined in the tax statement Indemnity Escrow Agreement) on the Indemnity Escrow Account. Any of the Indemnity Escrow Amount not paid to Sellers but released to Purchaser shall be levied on property more extensive than deemed to be a reduction in the Mortgaged PropertyPurchase Price. (ii) At the Closing, then Purchaser shall deliver or cause to be delivered to the amounts Escrow Agent the sum of One Million Dollars ($1,000,000) (the “Retention Escrow Amount,” and together with the Indemnity Escrow Amount, the “Escrow Amounts”), for deposit into an escrow account (the “Retention Escrow Account”) in accordance with the terms of an escrow agreement in form and substance satisfactory to Purchaser, the Company and Sellers (the “Retention Escrow Agreement,” and together with the Indemnity Escrow Agreement, the “Escrow Agreements”). The Retention Escrow Amount is a portion of the aggregate Purchase Price otherwise payable to Sellers. The Retention Escrow Amount so deposited shall be based applied by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Retention Escrow Agreement. The Retention Escrow Amount shall, subject to the terms of the Retention Escrow Agreement, be paid in accordance with the terms of the Retention Agreement. Sellers shall be entitled to all earnings (net of any Purchaser Tax Distributions as defined in the Retention Escrow Agreement) on the entire tax ▇▇▇▇ and Mortgagor shall have no right Retention Escrow Account. Any of the Retention Escrow Amount not paid to require an apportionment and Mortgagee or its servicing agent may pay the entire tax ▇▇▇▇ notwithstanding that such taxes pertain in part Sellers but released to other property and Mortgagee Purchaser shall be under no duty deemed to seek be a tax division or apportionment reduction in the Purchase Price. (iii) The fees and expenses of the tax ▇▇▇▇Escrow Agent shall be borne solely by the Sellers (with the portion of the fees due as of the Closing to be treated as Company Transaction Expense, and after Closing, to be paid first from any earnings on the Indemnity Escrow Account and then from the Seller Representative Fund).