Common use of Escrow Deposits Clause in Contracts

Escrow Deposits. Without limiting the effect of Section 2.04 and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower shall pay to Lender monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th of the amounts Lender reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage (collectively the "Premiums") until such time as Borrower has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender any additional amounts necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without any requirement to pay interest to Borrower on account of these funds. If an Event of Default occurs, Lender shall have the right, at its election, to apply any amounts held under this Section 2.05 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.

Escrow Deposits. Without limiting the effect of Section 2.04 and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation the Borrower or its an Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's ’s sole and absolute discretion, thereafter require that Borrower shall pay to Lender monthly on the same date the monthly installment of principal and interest is payable under the NoteNotes, an amount equal to 1/12th of the amounts Lender reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage (collectively the "“Premiums"”) until such time as Borrower has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender any additional amounts necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without any requirement to pay interest to Borrower on account of these funds. If an Event of Default occurs, Lender shall have the right, at its election, to apply any amounts held under this Section 2.05 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.

Escrow Deposits. Without Upon Agent’s request, and without limiting the effect of Section 2.04 Sections 4, 5, and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan6 hereof, the Lender may, in Lender's sole and absolute discretion, thereafter Agent may require that the Borrower shall pay to Lender monthly the Agent on the same date the monthly installment first business day of principal and interest is payable under the Note, each calendar month an amount equal to 1/12th one-twelfth (1/12th) of what the amounts Lender reasonably Agent estimates are is necessary to pay, on an annualized basis, (1) all Impositions Taxes, and (2) the all premiums for the insurance policies required under this Mortgage Section 6 hereof (collectively “Premiums”) and to enable the "Premiums"Agent to pay same at least thirty (30) until such time as Borrower has deposited an amount equal to days before the annual charges for these items Taxes would become delinquent and the Premiums are due, and, on demand, from time to time, time shall pay to Lender any the Agent additional amounts sums necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for paymentTaxes. No amounts so paid as Impositions or Premiums shall be deemed to be trust funds and these funds funds, but may be commingled with the general funds of Lender without the Agent, and interest shall be payable thereon. In the event that the Borrower does not pay such sums for Premiums and Taxes, then the Agent may, but shall not be obligated to, pay such Premiums and Taxes and any requirement money so paid by the Agent shall constitute additional Debt hereunder and shall be payable by Borrower to pay Agent on demand with interest to Borrower on account thereon from the date of these fundsdisbursement by Agent at the Default Rate. If an Event of Default occurs, Lender the Agent shall have the right, at its election, to apply any amounts so held under this Section 2.05 in reduction 26 against all or any part of the Secured IndebtednessDebt, or in payment of the Premiums or Impositions Taxes for which the amounts were deposited. The Borrower will furnish to the Agent bills for Taxes and Premiums thirty (30) days before Taxes become delinquent and such Premiums become due.

Escrow Deposits. Without Upon Lender’s request, and without limiting the effect of Section 2.04 8.13 and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan10 hereof, the Lender may, in Lender's sole and absolute discretion, thereafter may require that the Borrower shall pay to the Lender monthly on the same date the monthly installment first business day of principal and interest is payable under the Note, each calendar month an amount equal to 1/12th one-twelfth (1/12th) of what the amounts Lender reasonably estimates are is necessary to pay, on an annualized basis, (1) all Impositions Taxes, and (2) the all premiums for the insurance policies Policies (the “Premiums”) required under this Mortgage Section 10.1 hereof and to enable the Lender to pay same at least thirty (collectively 30) days before the "Premiums") until such time as Borrower has deposited an amount equal to Taxes would become delinquent and the annual charges for these items and Premiums are due, and, on demand, from time to time, time shall pay to the Lender any additional amounts sums necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for paymentTaxes. No amounts so paid as Impositions or Premiums shall be deemed to be trust funds and these funds funds, but may be commingled with the general funds of the Lender, and no interest shall be payable thereon. In the event that the Borrower does not pay such sums for Premiums and Taxes, then the Lender without may, but shall not be obligated to, pay such Premiums and Taxes and any requirement money so paid by the Lender shall constitute additional Indebtedness hereunder and shall be payable by Borrower to pay Lender on demand with interest thereon from the date of disbursement by Lender at Default Rate until repaid to Borrower on account of these fundsLender. If an Event of Default occurs, the Lender shall have the right, at its election, to apply any amounts so held under this Section 2.05 in reduction 8.14 against all or any part of the Secured Indebtedness, or in payment of the Premiums or Impositions Taxes for which the amounts were deposited. The Borrower will furnish to the Lender bills for Taxes and Premiums not less than thirty (30) days before Taxes become delinquent and such Premiums become due.

Escrow Deposits. Without limiting the effect of Section 2.04 3.1 and Section 3.016.1, at Borrower will begin making monthly deposits of all Impositions and Premiums upon the occurrence of any time after of the following (each, a “Trigger Event”): (i) an Event of Default there is a default under the Loan Documents Documents, the Guaranty or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or the Environmental Indemnity; (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) Borrower no longer owns the Property, unless the Property is transferred pursuant to a Property Transfer in accordance with the terms of this Agreement; (whether iii) there has been a change in organizational structure of Borrower or not in the general partners, shareholders or members of Borrower or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Borrower or there has been, directly or indirectly, a change of Control of Borrower (excluding any change in the public shareholders of City Office, any change resulting from an approved Interest Transfer in accordance with the terms and conditions of this Agreement, or Permitted Transferany transfers permitted by Sections 8.1(b) - (d)); (iv) with respect to Impositions or Premiums, or both, as defined herein)the case may be, or (iii) such deposits are required in connection with the a securitization or participation of the Loan; or (v) with respect to Premiums only, at any time Borrower fails to furnish Lender, not later than thirty (30) days before the dates on which any Premiums would become delinquent, receipts for the payment of such Premiums or appropriate proof of issuance of a new policy which continues in force the insurance coverage of the expiring policy. Upon the occurrence of any of these events Borrower will make monthly deposits of Impositions and/or Premiums, as applicable, notwithstanding the fact that the default may be cured, or that the transfer or change be approved by Lender; provided, however, that if, and only if, the Lender mayfirst Trigger Event to occur is an event described in clause (i) or clause (v), then upon Borrower’s cure of such default or failure described in clause (i) or clause (v), as applicable, Borrower’s obligation to make deposits of Impositions and/or Premiums pursuant to this provision shall cease unless and until the occurrence of another Trigger Event. In the event deposits of Impositions and/or Premiums are required pursuant to this provision, Borrower will make monthly deposits of all Impositions and/or Premiums, as applicable, in Lender's sole and absolute discretion, thereafter require that Borrower shall pay to Lender monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th one-twelfth (1/12) of the amounts Lender reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage (collectively the "Premiums") until such time as Borrower has deposited an amount equal to the annual charges for these items as reasonably estimated by Lender and on demand, from time to time, shall pay to Lender any additional amounts necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general other funds of Lender without any requirement to pay interest to Borrower on account of these funds. If an Event of Default occurs, Lender shall have the right, at its election, to apply any amounts held under this Section 2.05 5.1.14 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited. Borrower hereby grants to Lender a security interest in all funds that are delivered to Lender pursuant to this Section, for purposes of securing all obligations of Borrower under the Loan Documents.

Escrow Deposits. (a) Without limiting the effect of Section --------------- 2.04 and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower Mortgagor shall pay to Lender Mortgagee monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th of the amounts Lender Mortgagee reasonably estimates are necessary to pay, on an annualized basis, (1a) all Impositions and (2b) the premiums for the insurance policies required under this Mortgage (collectively the "Premiums") until such time as Borrower Mortgagor has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender Mortgagee any additional amounts necessary to pay the Premiums and Impositions. Borrower Mortgagor will furnish to Lender Mortgagee bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without Mortgagee but shall be held by Mortgagee in a non-segregated interest-bearing account, provided, however, that Mortgagee shall not guarantee any requirement to pay interest to Borrower on account particular rate of these fundsreturn. If an Event of Default occurs, Lender shall have the right, at its election, to apply any All amounts held under this Section 2.05 in reduction of shall be used only for the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.

Escrow Deposits. Without Upon Lender’s request, following Construction Completion, and without limiting the effect of Section 2.04 8.13 and Section 3.0110 hereof, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter may require that Borrower shall pay to the Lender monthly on the same date the monthly installment first business day of principal and interest is payable under the Note, each calendar month an amount equal to 1/12th one-twelfth (1/12th) of what the amounts Lender reasonably estimates are is necessary to pay, on an annualized basis, (1) all Impositions Taxes, and (2) the all premiums for the insurance policies Policies (the “Premiums”) required under this Mortgage Section 10.1 hereof and to enable the Lender to pay same at least thirty (collectively 30) days before the "Premiums") until such time as Borrower has deposited an amount equal to Taxes would become delinquent and the annual charges for these items and Premiums are due, and, on demand, from time to time, time shall pay to the Lender any additional amounts sums necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for paymentTaxes. No amounts so paid as Impositions or Premiums shall be deemed to be trust funds and these funds funds, but may be commingled with the general funds of the Lender, and no interest shall be payable thereon. In the event that the Borrower does not pay such sums for Premiums and Taxes, then the Lender without may, but shall not be obligated to, pay such Premiums and Taxes and any requirement money so paid by the Lender shall constitute additional Indebtedness hereunder and shall be payable by Borrower to pay Lender on demand with interest thereon from the date of disbursement by Lender at Default Rate until repaid to Borrower on account of these fundsLender. If an Event of Default occurs, the Lender shall have the right, at its election, to apply any amounts so held under this Section 2.05 in reduction 8.14 against all or any part of the Secured Indebtedness, or in payment of the Premiums or Impositions Taxes for which the amounts were deposited. The Borrower will furnish to the Lender bills for Taxes and Premiums not less than thirty (30) days before Taxes become delinquent and such Premiums become due.

Escrow Deposits. Without limiting the effect of Section 2.04 2.4 and Section 3.013.1, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower Grantor shall pay to Lender Beneficiary monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th of the amounts Lender Beneficiary reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage Deed of Trust (collectively the "“Premiums"”) until such time as Borrower Grantor has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender Beneficiary any additional amounts necessary to pay the Premiums and Impositions. Borrower Grantor will furnish to Lender Beneficiary bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. payment No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without any requirement Beneficiary. Beneficiary shall not be required to pay interest to Borrower Grantor on account of these funds. If an Event of Default occurs, Lender Beneficiary shall have the right, at its election, to apply any amounts held under this Section 2.05 2.5 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited. However, with respect to deposits of Premiums, Grantor shall not be required to make these deposits unless (i) at any time Grantor fails to furnish to Beneficiary, not later than thirty (30) days before the dates on which any Premiums would become delinquent, receipts for the payment of the Premiums, or (ii) Grantor fails to provide, not later than thirty (30) days prior to expiration of any policy required under the Loan Documents, appropriate proof of issuance of a new policy which continues in force the insurance coverage of the expiring policy, or (iii) there is an Event of Default, or (iv) such deposits are required in connection with a securitization or participation of the Loan, or (v) Grantor no longer owns the Property, or (vi) there has been a change in Grantor or in the ‘general partners, shareholders or members of Grantor or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Grantor (other than transfers permitted under Section 10.1). In the event any of these events occur, Beneficiary reserves the right to require deposits of Premiums at any time in its absolute discretion notwithstanding the fact that the default may be cured, or that the transfer or change be approved by Beneficiary. In addition, with respect to deposits of Impositions, Grantor shall not be required to make these deposits unless (i) there is an Event of Default, or (ii) such deposits are required in connection with a securitization or participation of the Loan, or (iii) Grantor no longer owns the Property, or (iv) there has been a change in Grantor or in the general partners, shareholders or members of Grantor or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Grantor (other than transfers permitted under Section 10.1). In the event any of these events occur, Beneficiary reserves the right to require deposits of Impositions at any time in its absolute discretion notwithstanding the fact that the default may be cured, or that the transfer or change be approved by Beneficiary.

Escrow Deposits. (a) Without limiting the effect of Section SECTION 2.04 and Section SECTION 3.01, at any time after (i) an Event of Default under Grantor shall pay to Beneficiary monthly on the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate same date the Monthly Installment (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower shall pay to Lender monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th of the amounts Lender Beneficiary reasonably estimates are necessary to pay, on an annualized basis, (1a) all Impositions and (2b) the premiums for the insurance issuance policies required under this Mortgage Deed of Trust (collectively collectively, the "Premiums") `TAXES'~ until such time as Borrower Grantor has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender Beneficiary any additional amounts necessary to pay the Premiums and Impositions. Borrower Notwithstanding the foregoing (but without limiting the effect of SECTION 2.04 or SECTION 3.01), until and unless an Event of Default shall exist, Grantor shall not be required to deposit with Beneficiary with its monthly installment either the Premiums or the portion of the Impositions consisting of water and sewer charges and license or permit fees. Grantor will furnish to Lender Beneficiary bills for the Impositions and Premiums PREMIUM thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender Beneficiary without any requirement to pay interest to Borrower Grantor on account of these funds. If an Event of Default occurs, Lender Beneficiary shall have the right, at its election, to apply any amounts held under this Section SECTION 2.05 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.

Escrow Deposits. Without limiting the effect of Section 2.04 2.4 and Section 3.013.1, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower Grantor shall pay to Lender Beneficiary monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th of the amounts Lender Beneficiary reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage Deed of Trust (collectively the "“Premiums"”) until such time as Borrower Grantor has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender Beneficiary any additional amounts necessary to pay the Premiums and Impositions. Borrower Grantor will furnish to Lender Beneficiary bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without any requirement Beneficiary. Beneficiary shall not be required to pay interest to Borrower Grantor on account of these funds. If an Event of Default occurs, Lender Beneficiary shall have the right, at its election, to apply any amounts held under this Section 2.05 2.5 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited. However, with respect to deposits of Premiums, Grantor shall not be required to make these deposits unless (i) at any time Grantor fails to furnish to Beneficiary, not later than thirty (30) days before the dates on which any Premiums would become delinquent, receipts for the payment of the Premiums, or (ii) Grantor fails to provide, not later than thirty (30) days prior to expiration of any policy required under the Loan Documents, appropriate proof of issuance of a new policy which continues in force the insurance coverage of the expiring policy, or (iii) there is an Event of Default, or (iv) such deposits are required in connection with a securitization or participation of the Loan, or (v) Grantor no longer owns the Property, or (vi) there has been a change in Grantor or in the general partners, shareholders or members of Grantor or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Grantor (other than transfers permitted under Section 10.1). In the event any of these events occur, Beneficiary reserves the right to require deposits of Premiums at any time in its absolute discretion notwithstanding the fact that the default may be cured, or that the transfer or change be approved by Beneficiary. In addition, with respect to deposits of Impositions, Grantor shall not be required to make these deposits unless (i) there is an Event of Default, or (ii) such deposits are required in connection with a securitization or participation of the Loan, or (iii) Grantor no longer owns the Property, or (iv) there has been a change in Grantor or in the general partners, shareholders or members of Grantor or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Grantor (other than transfers permitted under Section 10.1). In the event any of these events occur, Beneficiary reserves the right to require deposits of Impositions at any time in its absolute discretion notwithstanding the fact that the default may be cured, or that the transfer or change be approved by Beneficiary.

Escrow Deposits. Without limiting the effect of Section 2.04 and Section 3.01, at Trustor shall begin making monthly deposits to Beneficiary for Impositions and for the premiums for the insurance policies required under this Deed of Trust (“Premiums”) upon the occurrence of any time after of the following: (i) a Cash Management Period (as defined in Section 2.10) shall be in effect, (ii) there is an Event of Default that has occurred and is continuing or a default which remains uncured after the expiration of any applicable grace or notice and cure period under the Loan Documents or Documents, the Indemnity Agreement has occurred or any Guaranty; (regardless of whether or not such default has been curediii) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) Trustor no longer owns the Property Property; (whether iv) there has been 7 000 Xxxxxx Xxxxxx - Deed of Trust a change in the Trustor or not resulting from an approved in the general partners or Permitted Transfermembers, as defined hereinapplicable, of Trustor or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Trustor, except as permitted by and subject to the terms and conditions of Subsection 10.01(b) and 10.01(c)(1), or ; (iiiv) such deposits are required in connection with the a securitization or participation of the Loan; or (vi) on or before the 15th day before the date on which any Premium would become delinquent, Trustor fails to furnish to Beneficiary receipts for the Lender maypayment of such Premium or appropriate proof of issuance of a new policy which continues in force the insurance coverage of the expiring policy. If any of the foregoing enumerated conditions shall occur, then irrespective of whether the same shall be cured, and irrespective of whether any transfer referred to in Lender's sole and absolute discretionclauses (iii) or (iv) may be approved by Beneficiary, thereafter require that Borrower Trustor shall pay to Lender Beneficiary monthly on the same date the monthly installment of principal and interest Monthly Installment is payable under the Note, an amount equal to 1/12th of the amounts Lender that Beneficiary reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage (collectively the "Premiums") Premiums until such time each year as Borrower Trustor has deposited an amount equal to the annual charges for these items items, and on demand, demand from time to time, Trustor shall pay to Lender Beneficiary any additional amounts necessary to pay the Premiums and Impositions (except that if none of said enumerated conditions shall have occurred except only under clause (vi), then the monthly deposits and additional amounts shall be for Premiums only and not for Impositions). Borrower Beneficiary shall pay such Premiums and/or Impositions, as applicable, from funds that have been deposited for the same in accordance with this Section, provided that (i) no Event of Default has occurred and is continuing, (ii) Trustor will furnish to Lender Beneficiary bills for Impositions and Premiums thirty (30) 30 days before such Impositions become delinquent and 30 days before such Premiums become due, and (iii) sufficient funds are held by Beneficiary under this Section (including any voluntary payments from Trustor that are clearly identified for such purposes and are paid to Beneficiary when no Event of Default exists and all other amounts then due under the Loan Documents have been paid) for such payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender Beneficiary without any requirement to pay interest to Borrower Trustor on account of these funds. If an Event of Default occurs, Lender Beneficiary shall have the right, at its election, to apply any amounts held under this Section 2.05 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.

Escrow Deposits. Without limiting the effect of Section 2.04 and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower shall pay to Lender monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th of the amounts Lender reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage (collectively the "Premiums") until such time as Borrower has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender any additional amounts necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without any requirement to pay interest to Borrower on account of these funds. If an Event of Default occurs, Lender shall have the right, at its election, to apply any amounts held under this Section 2.05 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.any

Escrow Deposits. Without limiting the effect of Section 2.04 2.4 and Section 3.013.1, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower Trustor shall pay to Lender Beneficiary monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to (a) 1/12th of the amounts Lender Beneficiary reasonably estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage (collectively the "Premiums") until such time as Borrower Trustor has deposited an amount equal to the annual charges for these items such Impositions and (b)(i) for so long as a Blanket Insurance Premium Financing Arrangement (as hereafter defined) remains in effect, the Financing Installment (as hereafter defined), and/or (ii) with respect to any insurance premiums not covered by the Blanket Insurance Premium Financing Arrangement, 1/12th of the amounts Beneficiary reasonably estimates are necessary to pay, on an annualized basis, the premiums for such insurance policies required under this Deed of Trust until such time as Trustor has deposited an amount equal to the annual charges for such insurance policies (collectively the "Premiums") and on demand, from time to time, shall pay to Lender Beneficiary any additional amounts necessary to pay the Financing Installments, Premiums and Impositions. Borrower As long as no Event of Default (or any event which, with the passage of time and/or the giving of notice would constitute an Event of Default) then exists, Beneficiary will apply the funds deposited by Trustor pursuant to this Section 2.5 to the payment of Impositions and Premiums required to be made by Trustor pursuant to this Deed of Trust and/or to the next monthly Regular Payment, as hereafter defined and to the annual Deposit due to the finance company under the Blanket Insurance Premium Financing Arrangement, as applicable. Trustor will furnish to Lender Beneficiary bills for Impositions Impositions, Financing Installments and Premiums thirty (30) days before Impositions become delinquent and such Financing Installments and Premiums become due for payment. No amounts paid as Impositions Impositions, Financing Installments or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without Beneficiary. Unless a default has occurred under any requirement to pay of the Loan Documents or the Guaranty or the Indemnity Agreement, Trustor shall be credited with interest to Borrower on account of these fundsthe funds deposited by Trustor with Beneficiary pursuant to this Section 2.5, which interest shall be applied as such deposited funds are applied from time to time at Beneficiary’s discretion. Beneficiary shall have no obligation to compound such interest. Such interest shall be credited at the rate of interest that Trustor would have received on such funds if the funds had been deposited in the MetLife State Street Money Market Fund, any similar fund designated by Beneficiary’s loan servicing agent, or other similar fund as determined by Beneficiary. Beneficiary shall have no obligation to credit Trustor with any interest on the funds deposited by Trustor pursuant to this Section 2.5 after a default has occurred under any of the Loan Documents or the Guaranty or the Indemnity Agreement. In the event that Trustor does not pay the Financing Installments, Premiums or Impositions, then Beneficiary may, but shall not be obligated to, pay the Financing Installments, Premiums and Impositions and any money advanced by Beneficiary shall be reimbursed to Beneficiary within five (5) days after Beneficiary notifies Trustor of the amount of the Financing Installments, Impositions or Premiums which Beneficiary paid. If an Event of Default occursexists, Lender Beneficiary shall have the right, at its election, to apply any amounts held under this Section 2.05 2.5 in reduction of the Secured Indebtedness, or in payment of the Financing Installments, Premiums or Impositions for which the amounts were deposited.

Escrow Deposits. Without Upon Lender’s request following a Default, and without limiting the effect of Section 2.04 8.13 and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan10 hereof, the Lender may, in Lender's sole and absolute discretion, thereafter may require that the Borrower shall pay to the Lender monthly on the same date the monthly installment first business day of principal and interest is payable under the Note, each calendar month an amount equal to 1/12th one-twelfth (1/12th) of what the amounts Lender reasonably estimates are is necessary to pay, on an annualized basis, (1) all Impositions Taxes, and (2) the all premiums for the insurance policies Policies (the “Premiums”) required under this Mortgage Section 10.1 hereof and to enable the Lender to pay same at least thirty (collectively 30) days before the "Premiums") until such time as Borrower has deposited an amount equal to Taxes would become delinquent and the annual charges for these items and Premiums are due, and, on demand, from time to time, time shall pay to the Lender any additional amounts sums necessary to pay the Premiums and Impositions. Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for paymentTaxes. No amounts so paid as Impositions or Premiums shall be deemed to be trust funds and these funds funds, but may be commingled with the general funds of the Lender, and no interest shall be payable thereon. In the event that the Borrower does not pay such sums for Premiums and Taxes, then the Lender without may, but shall not be obligated to, pay such Premiums and Taxes and any requirement money so paid by the Lender shall constitute additional Indebtedness hereunder and shall be payable by Borrower to pay Lender on demand with interest thereon from the date of disbursement by Lender at Default Rate until repaid to Borrower on account of these fundsLender. If an Event of Default occurs, the Lender shall have the right, at its election, to apply any amounts so held under this Section 2.05 in reduction 8.14 against all or any part of the Secured Indebtedness, or in payment of the Premiums or Impositions Taxes for which the amounts were deposited. The Borrower will furnish to the Lender bills for Taxes and Premiums not less than thirty (30) days before Taxes become delinquent and such Premiums become due.

Escrow Deposits. Without limiting the effect of Section 2.04 3.1 and Section 3.016.1, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower shall pay to Lender monthly on the same date that the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th of the amounts Lender reasonably estimates are necessary to paypay the following, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Mortgage (collectively the "Premiums") Premiums until such time each year as Borrower has deposited an amount equal to the annual charges for these items items, and on demand, within 10 days after demand from time to time, Borrower shall pay to Lender any additional amounts necessary to pay the Premiums and Impositions. Except when escrow deposits for the same are not required hereunder, Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without any requirement to pay interest to Borrower on account of these funds. If an Event of Default occursoccurs and is continuing, Lender shall have the right, at its election, to apply any amounts held under this Section 2.05 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited. However, with respect to deposits of Premiums only, Borrower shall not be required to make these deposits unless (i) Borrower fails to deliver the required receipts or proof of insurance, as applicable, within 10 Business Days after written notice from Lender where Borrower shall have failed to furnish either of the following as and when specified: (A) draft form certificates of insurance satisfying the requirements of the Loan Documents or a letter from Borrower’s broker providing reasonable assurance that conforming replacement insurance will be timely obtained, which draft certificates or letter shall be delivered not later than 10 days before the dates on which any premiums would become delinquent or the date any required policy is scheduled to expire, or (B) certificates evidencing issuance and payment of premiums for the replacement insurance satisfying the requirements of the Loan Documents, which certificates shall be delivered at least one Business Day prior such scheduled expiration date, or (ii) there is an Event of Default, or (iii) Borrower no longer owns the Property (unless, in connection with estate planning transfers of title under Provision 8.1.2 (i)(a) herein, the successor borrower satisfies the BPY/BAM Ownership and Control Criteria), or (iv) there has been a change in Borrower or in the direct or indirect owners thereof, which change is not permitted under Article VIII hereof (unless Lender has consented in writing to such change (which consent Lender may grant or withhold in its sole discretion), and the BPY/BAM Ownership and Control Criteria remain satisfied, except only that the minimum percentage ownership requirement set forth in clause (iii) of the definition thereof need not be satisfied). In addition, with respect to deposits of Impositions, Borrower shall not be required to make these deposits unless one or more of the conditions specified in clauses (ii), (iii) or (iv) of the preceding paragraph occurs.

Escrow Deposits. (a) Without limiting the effect of Section 2.04 and Section 3.01, at any time after (i) an Event of Default under the Loan Documents or Indemnity Agreement has occurred (regardless of whether or not such default has been cured) or (ii) Flagler Development Company, a Florida corporation or its Affiliate (as defined in the Note) no longer owns the Property (whether or not resulting from an approved or Permitted Transfer, as defined herein), or (iii) such deposits are required in connection with the securitization or participation of the Loan, the Lender may, in Lender's sole and absolute discretion, thereafter require that Borrower Mortgagor shall pay to Lender Mortgagee monthly on the same date the monthly installment of principal and interest is payable under the Note, an amount equal to 1/12th one‑twelfth (1/12th) of the amounts Lender Mortgagee reasonably estimates are necessary to pay, on an annualized basis, (1a) all Impositions and (2b) the premiums for the insurance policies required under this Mortgage (collectively the "“Premiums"”) until such time as Borrower Mortgagor has deposited an amount equal to the annual charges for these items and on demand, from time to time, shall pay to Lender Mortgagee any additional amounts necessary to pay the Premiums and Impositions. Borrower Mortgagor will furnish to Lender Mortgagee bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No If Mortgagee has the right hereunder to escrow sums as described in this Section 2.05 and Mortgagee is in fact holding such sums (as opposed to the applicable bank pursuant to the Lockbox Agreement), no amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without Mortgagee but shall be held by Mortgagee in a non‑segregated interest‑bearing account, provided, however, that Mortgagee shall not guarantee any requirement to pay interest to Borrower on account particular rate of these fundsreturn. If an Event of Default occurs, Lender shall have the right, at its election, to apply any All amounts held under this Section 2.05 in reduction of shall be used only for the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.