Common use of Escrows Clause in Contracts

Escrows. Upon demand, Borrower shall deposit with the Lender, or at Lender’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, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender will, upon the presentation to the Lender by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the 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 the Borrower shall pay to 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 of default shall occur under the terms of this Mortgage the Lender may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds of the 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 the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxx.

Escrows. Upon demand(a) At the Closing, Borrower the Buyer shall deposit with the LenderEscrow Agent, by wire transfer of immediately available funds $1,572,000 of the Purchase Price (the “Tax Escrow Deposit” and, together with interest earned thereon, the “Tax Escrow Fund”), to be held in an escrow account in accordance with the Escrow Agreement and this Agreement to provide security to the 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 following: (i) At such time that Parent provides Buyer with evidence reasonably satisfactory to Buyer that a Tax Lien has been released 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 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 at Lender’s requestTax 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 reduced by an amount equal to such excess. (ii) At such time that Parent provides Buyer with its servicing agentevidence reasonably satisfactory to Buyer that a Tax Liability has been satisfied in full, on whether by offset against credit balances for overpaid franchise taxes or otherwise, Buyer and Parent shall work together in good faith to determine the first day amount to be disbursed to Parent (if any) from the Tax Escrow Fund for the satisfaction of each such Tax Liability and every month hereafter as following such determination, execute and deliver a deposit 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 the costs Liabilities for Taxes determined to be owing in excess of taxes, assessments and insurance premiums next due (“Charges”):credit balances for overpaid franchise taxes or otherwise. (aiv) Initially 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 sum 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 amounts Escrow Agent to be deposited pursuant disburse to (b) next the balance of the Tax Escrow Fund, if any, to Parent. The Buyer and Parent acknowledge the interplay 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. Accordingly, at all times, Parent and Buyer shall cooperate in good faith to give proper consideration to such initial sum shall equal interplay so as to avoid either party receiving the estimated Charges for the next due payment; andbenefit of double-counting. (b) Thereafter At the Closing, the Buyer shall deposit with the Escrow Agent, by wire transfer of immediately available funds $14,500,000 of the Purchase Price (the “Indemnity Escrow Deposit” and, together with interest earned thereon, the “Indemnity Escrow Fund”), to be held in an escrow account in accordance with the Escrow Agreement and this Agreement as security to the Buyer for Parent’s indemnification obligations under this Agreement. On the 15th month anniversary of the Closing Date, the balance of the Indemnity Escrow Fund, less any amounts subject to outstanding claims for Losses, shall be 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 Indemnity Escrow Fund remains outstanding or a balance remains in the Tax Escrow Fund, the Escrow Agreement and respective escrow accounts shall remain in place, and an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender willsuch Losses or other balance, upon the presentation to the Lender by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the 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 the Borrower shall pay to 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 of default shall occur under the terms of this Mortgage the Lender may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Herebyif applicable, shall be held for the purposes for which made as herein provided, may continue to be held by Lender 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 the LenderEscrow 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 books, records (including accountants’ work papers) and employees of the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property Company and the Lender 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. The Buyer shall be under no duty also provide Parent with prompt written notice, with reasonable supporting documentation, of its satisfaction of any Tax Lien or Tax Liability pursuant to seek a tax division or apportionment of the tax xxxxSection 2.03(a)(iv).

Escrows. Upon demand, Borrower Mortgagor shall deposit with the LenderMortgagee, or at LenderMortgagee’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 and assessments and insurance premiums next due (“Charges”): (a) 2.2.1 Initially a sum such that the amounts equal to be deposited pursuant to (b) next and such initial sum shall equal 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 (b) 2.2.2 Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the PremisesMortgaged Property. Lender Mortgagee will, upon the presentation to the Lender Mortgagee by the Borrower Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower Mortgagor for such payments made by the BorrowerMortgagor. 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 Borrower Mortgagor shall pay to the Lender 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 Lender Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured HerebyIndebtedness, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured HerebyIndebtedness, shall be held for the purposes for which made as herein provided, may be held by Lender Mortgagee or its servicing agent and may be commingled with other funds of the LenderMortgagee, 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 BorrowerMortgagor. Neither Lender Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Mortgagee or its servicing agent may rely on any statement, xxxx 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 PremisesMortgaged Property, then the amounts escrowed in escrow shall be based on the entire tax xxxx and Borrower Mortgagor shall have no right to require an apportionment and Lender Mortgagee or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Mortgagee shall be under no duty to seek a tax division or apportionment of the tax xxxx.

Escrows. Upon demandExcept to the extent waived by Mortgagee, Borrower Mortgagor shall deposit with the LenderMortgagee, or at LenderMortgagee’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, assessments Impositions and insurance premiums next due (hereinafter collectively referred to as the “Charges”):) in an amount equal to: (a) Initially a sum One-twelfth (1/12) of the annual Impositions next to become due upon the Premises; provided that, with the first such that the amounts deposit, there shall be deposited in addition an amount as estimated by Mortgagee which, when added to monthly deposits to be deposited pursuant made thereafter as provided for herein, shall assure to (b) next and such initial sum shall equal Mortgagee’s satisfaction that there will be sufficient funds on deposit to pay the estimated Charges for the next due paymentImpositions as they come due; andplus (b) Thereafter One-twelfth (1/12) of the annual premiums on each policy of insurance required to be maintained hereunder; provided that with the first such deposit there shall be deposited, 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 Premisesdate. Lender Mortgagee, or its servicing agent will, upon the timely presentation to the Lender Mortgagee by the Borrower 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 the Borrower for such payments made by the Borrowerits 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 the Borrower Mortgagor shall immediately pay to the Lender 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 Event of default Default shall occur under the terms of this Mortgage the Lender Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Herebypayment of Charges whether then due or not or to the Indebtedness, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured HerebyIndebtedness, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds of the Lender, 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 the BorrowerMortgagor. Neither Lender Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Mortgagee or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Mortgagee shall be under no duty to seek a tax division or apportionment of the tax xxxx, 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. Upon demandIf required by Mortgagee, Borrower following and during the continuance of an Event of Default, Mortgagor shall deposit pay to Mortgagee at the time of payment of each installment of principal and interest due under the Reimbursement Agreement, and commencing with the Lender, or at Lender’s first payment due after the date of such request, with its servicing agenta sum equal to (a) the amount of the next installment of taxes, water and sewer rents and assessments levied or assessed against the Mortgaged Premises, and/or (b) the premiums which will next become due on the first day insurance policies required by this Mortgage, all in amounts as estimated by Mortgagee, less all sums already paid therefor or deposited with Mortgagee for the payment thereof, divided by the number of each payments to become due before one (1) month prior to the date when such taxes and every month hereafter assessments and/or premiums, as a deposit applicable, will become due, such sums to be held by Mortgagee to pay the costs of taxessame when due. If such escrow funds are not sufficient to pay such taxes and assessments and/or insurance premiums, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that as applicable, as the amounts same become due, Mortgagor shall pay to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender willMortgagee, upon the presentation request, such additional amounts as Mortgagee shall estimate to the Lender by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the 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 make up any deficiency. No amount paid to time, or the prior deposits Mortgagee hereunder shall be less than the currently estimated monthly amounts, then the Borrower shall pay to the Lender on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments deemed to be made for such items. If a default or an event of default shall occur under the terms of this Mortgage the Lender may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and trust funds but may be commingled with other general funds of the Lender, or its servicing agent, Mortgagee and no interest shall be payable thereon. Upon the occurrence of an Event of Default, Mortgagee shall have the right, at its sole discretion, to apply any amounts so held without any allowance of interest thereon and shall not be subject to against the decision or control of the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the sameLiabilities. If the taxes shown in the Mortgagor is not required to pay tax statement escrows pursuant to this Section 6.5., Mortgagor shall be levied on property more extensive than the Premisespromptly provide to Mortgagee copies of receipted tax bills, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right canceled checks or other evidence satisfactory to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding Mortgagee evidencing that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxxassessments have been timely paid.

Escrows. Upon demandthe occurrence of a third default in any twelve month period by Lessee, Borrower or upon the request of Lessor's Mortgagee, if any, Lessee shall deposit with the Lender, or at Lender’s request, with its servicing agent, Lessor on the first day of each and every month hereafter as a deposit to pay the costs of taxesmonth, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges real estate taxes, assessments and insurance ("Charges") due on the Leased Premises, or such higher amounts reasonably determined by Lessor as necessary to accumulate such amounts to enable Lessor to pay all charges due and owing at least thirty (30) days prior to the date such amounts are due and payable. Lender If Lessee is depositing into such escrow as a result of its third default in any given twelve month period, and Lessee shall not commit a default for a period of 24 months from the commencement of such escrowing, such escrow shall be discontinued unless renewed according to the terms hereof for the occurrence of a third default in any twelve month period, or upon the request of Lessor's mortgagee. From time to time out of such deposits Lessor will, upon the presentation to the Lender Lessor by the Borrower Lessee of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower Lessee for such payments made by the BorrowerLessee. 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, time or the prior deposits payments shall be less than the currently estimated monthly amounts, then the Borrower Lessee shall pay to the Lender Lessor 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 the Lender Lease, Lessor may, at its option, without being required so to do, apply any deposits Deposit on hand to cure the Indebtedness Secured Herebydefault, in such order and manner as the Lender Lessor may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds of the 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 the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxx.

Escrows. Upon demand, Borrower shall deposit with The loan documents require the Lender, or at Lender’s request, with its servicing agent, on 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, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that loan documents require the amounts borrower to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter fund monthly escrow deposits in 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 Premisesborrower or (ii) any additional encumbrance of any mortgaged property, in each case without the prior written consent of the lender. Lender willSee Loan No. 310851623 in the mortgage loan schedule. ------------------------------------------------------------------------------- THIS INFORMATION SHOULD BE CONSIDERED ONLY AFTER READING THE UNDERWRITERS' STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, upon the presentation 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 Lender accuracy or completeness of the information contained herein. The information contained herein is qualified in its entirety by the Borrower information in the Prospectus and Prospectus Supplement for this transaction. The information contained herein is preliminary as of the bills therefor, pay the Charges from such deposits or date hereof and will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made be superseded by the Borrowerapplicable final Prospectus and Prospectus Supplement and any other information subsequently filed with the Securities and Exchange Commission. In the event the deposits on hand shall not be sufficient These materials are subject to pay all of the estimated Charges when the same shall become due 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 the prior deposits shall be less than the currently estimated monthly amounts, then the Borrower shall pay solicitation with respect to the Lender purchase or sale of any security. Any investment decision with respect to the securities should be made by you based upon the information contained in the final Prospectus Supplement and Prospectus relating to the securities. You should consult your own counsel, accountant, and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. ------------------------------------------------------------------------------- BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC. 2000-WF2 ------------------------------------------------------------------------------- 34 LOAN NO. 10006891 -- TROLLEY SQUARE 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 220,451 square foot anchored shopping center located in Salt Lake City, Utah. The excess mortgage loan was originated by or on behalf 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 Xxxxxx Xxxxxxx Xxxx Xxxxxx Mortgage the Lender mayCapital Inc. on July 13, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds of the 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 the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxx2000.

Escrows. Upon demandAfter the occurrence of an Event of Default and at Mortgagee's request, Borrower Mortgagor shall deposit with the LenderMortgagee, or at Lender’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 of taxes, assessments Impositions and insurance premiums next due (“hereinafter collectively referred to as the "Charges”):") in an amount equal to: (a) Initially a sum One-twelfth (1/12) of the annual Impositions next to become due upon the Premises; provided that, with the first such that the amounts deposit, there shall be deposited in addition an amount as estimated by Mortgagee which, when added to monthly deposits to be deposited pursuant made thereafter as provided for herein, shall assure to (b) next and such initial sum shall equal Mortgagee's satisfaction that there will be sufficient funds on deposit to pay the estimated Charges for the next due paymentImpositions as they come due; andplus (b) Thereafter One-twelfth (1/12) of the annual premiums on each policy of insurance required to be maintained hereunder; provided that with the first such deposit there shall be deposited, 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 Premisesdate. Lender Mortgagee will, upon the timely presentation to the Lender Mortgagee by the Borrower 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 the Borrower for such payments made when requested by the BorrowerMortgagee. 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 Borrower Mortgagor shall immediately pay to the Lender 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 Event of default Default shall occur under the terms of this Mortgage the Lender Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Herebypayment of Charges whether then due or not or to the Indebtedness, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured HerebyIndebtedness, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds of the Lender, 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 the BorrowerMortgagor. Neither Lender Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Mortgagee or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Mortgagee shall be under no duty to seek a tax division or apportionment of the tax xxxx, 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. Upon demand, Borrower shall deposit with The loan documents require the Lender, or at Lender’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit borrower to pay the costs of taxes, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter fund monthly escrow deposits in an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender will, upon the presentation to the Lender by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the Borrower. 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 the prior deposits shall be less than the currently estimated monthly amounts, then the Borrower shall pay solicitation with respect to the Lender purchase or sale of any security. Any investment decision with respect to the securities should be made by you based upon the information contained in the final Prospectus Supplement and Prospectus relating to the securities. You should consult your own counsel, accountant, and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. ------------------------------------------------------------------------------- BEAR XXXXXXX 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 the Lender maymortgage loan was originated by Bear, at its optionXxxxxxx Funding, without being required so to doInc. on April 27, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds of the 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 the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxx2000.

Escrows. Upon demand, Borrower Mortgagor shall deposit with the LenderMortgagee, or at LenderMortgagee’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, assessments and insurance premiums next due (the “Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to Section 2.2 (b) next and such initial sum shall be equal to the estimated Charges for the next due paymentpayment thereon; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender N:\PL\80714\80714-073\1257591.doc Mortgagee will, upon the presentation to the Lender Mortgagee by the Borrower Mortgagor of the bills therefor, pay the Charges from such deposits or will will, upon presentation of receipted bills therefor, reimburse the Borrower for Mortgagor from such deposits and payments made by the BorrowerMortgagor. 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 Borrower Mortgagor shall pay to the Lender 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 Lender Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid paid, any remaining deposits shall be returned to the Borrower Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender Mortgagee or its servicing agent or such designated bank and may be commingled with other funds of the Lender, 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 Borrowersecurity interest of Mortgagee in such account, in form and substance satisfactory to Mortgagee. Neither Lender 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, Lender Mortgagee or its servicing agent or such designated bank may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower Mortgagor shall have no right to require an apportionment and Lender Mortgagee or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Mortgagee shall be under no duty to seek a tax division or apportionment of the tax xxxx.. N:\PL\80714\80714-073\1257591.doc

Escrows. Upon demand, Borrower Grantor shall deposit with the LenderBeneficiary, or at Lender’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, assessments and insurance premiums next due (“"Charges”"): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender Beneficiary will, upon the presentation to the Lender Beneficiary by the Borrower Grantor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower Grantor for such payments made by the BorrowerGrantor. 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 Borrower Grantor shall pay to the Lender 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 of default shall occur under the terms of this Mortgage Deed of Trust the Lender Beneficiary may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender Beneficiary may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower Grantor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender Beneficiary or its servicing agent and may be commingled with other funds of the LenderBeneficiary, 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 BorrowerGrantor. Neither Lender Beneficiary nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Beneficiary or its servicing agent may rely on any statement, xxxx or bill xx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower bill xxx Grantor shall have no right to require an apportionment and Lender Beneficiary or its servicing agent may pay the entire tax xxxx notwithstanding bill xxxwithstanding that such taxes pertain in part to other property and the Lender Beneficiary shall be under no duty to seek a tax division or apportionment of the tax xxxxbill.

Escrows. Upon demandFrom and after the occurrence of any Event of Default, Borrower Mortgagor shall deposit with the Lender, or at Lender’s request, with its servicing agent, Mortgagee on the first day of each and every month hereafter as a deposit to pay the costs of taxeshereafter, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges taxes and assessments (the "Charges") due on or relating to the PremisesMortgaged Property as estimated by Mortgagee. Lender From time to time out of such deposits and to the extent such deposits are sufficient Mortgagee will, upon the presentation to the Lender Mortgagee by the Borrower Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower Mortgagor for such payments made by the BorrowerMortgagor. In the event (a) the deposits on hand shall are not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or (b) Mortgagee estimates that the prior current monthly deposits shall be are less than the currently estimated monthly amountsamounts necessary to pay the Charges as they become due from time to time, then the Borrower Mortgagor shall pay to the Lender Mortgagee on demand any the 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, as herein defined, shall occur under the terms of this Mortgage Mortgage, the Lender Loan Agreement, or the Note, Mortgagee may, at its option, without being required so to dodo so, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appearMortgagor or other person entitled thereto. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, and shall be held for the purposes for which made as herein provided, . Such deposits may be held by Lender or its servicing agent and may be commingled with other funds of the LenderMortgagee, or its servicing agent, and shall be held without any allowance of interest thereon and shall not be subject to the decision or control of the BorrowerMortgagor. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx or estimate procured from or issued by the payee without inquiry into the validity or accuracy The enforceability of the same. If the covenants relating to taxes shown in the tax statement shall be levied on property more extensive than the Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxx.assessments provided in

Escrows. Upon demandAt Lender's option, Borrower shall deposit with the Lender, or at Lender’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, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender will, upon the presentation to the Lender by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the 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 the Borrower shall pay to Lender at the ------- time of each installment of principal and interest due under the Note, and commencing with the first payment due after the date of such request, an amount which represents a sum equal to (a) the amount of the next installment of taxes and assessments levied or assessed against the Premises, and/or (b) the premiums which will next become due on the insurance policies required by the Mortgage, all in amounts as estimated by Lender, less all sums already paid therefor or deposited with Lender on demand any amount necessary to make up for the deficiency. The excess payment thereof, divided by the number 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 the Lender may, at its option, without being required so to do, apply any deposits on hand become due before one (1) month prior to the Indebtedness Secured Herebydate when such taxes and assessments and/or premiums, in as applicable, will become due, such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned sums to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent to pay the same when due. If such escrow funds are not sufficient to pay such taxes and assessments and/or insurance premiums, as applicable, as the same become due, Borrower shall pay to Lender, upon request, such additional amounts as Lender shall estimate to be sufficient to make up any deficiency. No amount paid to Lender hereunder shall be deemed to be trust funds but may be commingled with other general funds of the Lender, or its servicing agent, Lender and no interest shall be held without any allowance payable thereon. Upon the occurrence of interest thereon and shall not be subject to an Event of Default (as that term is defined in the decision or control of the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any paymentsMortgage), Lender or shall have the right, at its servicing agent may rely on sole discretion, to apply any statement, xxxx or estimate procured from or issued by amounts so held against the payee without inquiry into Liabilities (as that term is defined in the validity or accuracy of the sameMortgage). If the taxes shown in the Borrower is not required to pay tax statement shall be levied on property more extensive than the Premisesescrows pursuant to this Section, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right promptly provide to require an apportionment and Lender on a semi-annual basis (if such taxes or its servicing agent may pay the entire assessments are payable semi-annually) or on a quarterly basis (if such taxes or assessments are payable quarterly), copies of receipted tax xxxx notwithstanding bills, cancelled checks or other evidence satisfactory to Lender evidencing that such taxes pertain and assessments have been timely paid. Borrower agrees that all amounts currently held in escrow by Lender in connection with the Mortgage shall be included and considered part to other property and of the escrow described above for all purposes. Following Borrower's full repayment of the Loan, Lender shall be under no duty return to seek a tax division or apportionment of the tax xxxxBorrower any escrowed amount held by Lender that has not been paid pursuant to this Section 4(q).

Escrows. Upon demandMortgagor shall pay to Mortgagee, Borrower together with and in addition to the monthly payments of principal and interest provided for in the Note (which shall deposit with be by Automated Clearing House if provided for in the LenderNote for installment payments thereunder), or at Lender’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit an amount reasonably estimated by Mortgagee to be sufficient to pay the costs of taxes, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-one twelfth (1/12th1/12) of the estimated annual Charges real estate taxes (including other charges against the Mortgaged Premises by governmental or quasi-governmental bodies but excluding special assessments which are to be paid as the same become due and payable) and one-twelfth (1/12) of the annual premiums on the Premises. Lender will, insurance required in Section 2-4 hereof to be held by Mortgagee and used to pay said taxes and insurance premiums when same shall fall due; provided that upon the presentation occurrence of an Event of Default that continues beyond applicable notice and cure period, Mortgagee may apply such funds as Mortgagee shall deem appropriate. If at the time that payments are to be made, the Lender by funds set aside for payment of either taxes or insurance premiums are insufficient, Mortgagor shall upon demand pay such additional sums as Mortgagee shall determine to be necessary to cover the Borrower required payment. Mortgagee need not segregate such funds. No interest shall be payable to Mortgagor upon any such payments. Notwithstanding the foregoing, Mortgagee waives the collection of the bills therefor, pay the Charges from such escrow deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the Borrower. In the event the deposits on hand shall not be sufficient to pay insurance and real estate taxes for so long as all of the estimated Charges when the same shall become due following conditions are complied with: (a) A Credit Tenant (as determined by Mortgagee from time to time, or time in its sole but reasonable discretion) is paying taxes and insurance directly; (b) no Event of Default (as defined in Section 4-1) has occurred and is continuing beyond any applicable notice and cure period; (c) the prior deposits shall be less than the currently estimated monthly amounts, then the Borrower shall pay to 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 of default shall occur under the terms of this Mortgage the Lender may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order ownership and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds management of the LenderMortgaged Premises remain as constituted as of the date hereof, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision rights of Mortgagor under the penultimate paragraph of Section 1-4 above; (d) Mortgagee has received an XXXXX 28 Evidence of Commercial Property Insurance (2003 form) or control an XXXXX 27 Evidence of Property Insurance (3/93 form) and an XXXXX 25 Certificate of Liability Insurance (covering all types of insurance required by Mortgagee) before the expiration date of insurance policies then in force; (e) Mortgagee receives satisfactory evidence of payment of insurance premiums before the expiration date of the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken policies then in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx or estimate procured from or issued by force; and (f) Mortgagee receives satisfactory evidence of payment of real estate taxes before 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxxsame are delinquent.

Escrows. Upon demand, Borrower shall deposit If the borrower at any time fails to provide the lender with satisfactory evidence of payment of real estate taxes and property insurance premiums in accordance with the Lenderloan 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 Lender’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, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender will, upon the presentation to the Lender by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the 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 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 the prior deposits shall be less than the currently estimated monthly amounts, then the Borrower shall pay solicitation with respect to the Lender purchase or sale of any security. Any investment decision with respect to the securities should be made by you based upon the information contained in the final Prospectus Supplement and Prospectus relating to the securities. You should consult your own counsel, accountant, and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. ------------------------------------------------------------------------------- BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC. 2000-WF2 ------------------------------------------------------------------------------- 44 LOAN NO. 310900130 -- SAN FRANCISCO MEDICAL CENTER OVERVIEW This mortgage loan is secured by a first mortgage on demand any amount necessary to make up the deficiencyborrower's leasehold interest in a 66,122 square foot medical office building located in San Francisco, California. The excess of any such deposits shall be credited to subsequent payments to be made for such itemsmortgage loan was originated by Xxxxx Fargo Bank, National Association on August 15, 2000. If a default or an event of default shall occur under the terms of this Mortgage the Lender may------------------------------------------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $18,088,622 PROPERTY TYPE: Office, at its optionMedical GROSS MORTGAGE RATE: 8.3200% LOCATION: San Francisco, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds of the 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 the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxxCalifornia 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. Upon demand, Borrower Mortgagor shall deposit with the LenderMortgagee, or at Lender’s 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, assessments and insurance premiums next due (“"Charges”"): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due paymentCharges; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender Mortgagee will, upon the presentation to the Lender Mortgagee by the Borrower Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower Mortgagor for such payments made by the BorrowerMortgagor. 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 Borrower Mortgagor shall pay to the Lender 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 the Lender Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender Mortgagee or its servicing agent and may be commingled with other funds of the LenderMortgagee, 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 BorrowerMortgagor. Neither Lender Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Mortgagee or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower Mortgagor shall have no right to require an apportionment and Lender Mortgagee or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Mortgagee shall be under no duty to seek a tax division or apportionment of the tax xxxx.

Escrows. Upon demand, Borrower shall deposit with the Lender, The Buyer is entitled to all or at Lender’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, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) portion of the estimated annual Charges due on the Premises. Lender will, upon the presentation Working Capital Escrowed Cash to the Lender extent of any obligations of the Seller under Section 2.6 and the Indemnity Escrowed Shares to the extent of any obligations of the Seller under Section 9.2. To the extent funds or Indemnity Escrowed Shares, as applicable, are due to Buyer, Buyer and Seller shall jointly instruct the Working Capital Escrow Agent or the Indemnity Escrow Agent, as applicable, to release such funds or Indemnity Escrowed Shares to Buyer that are specified with reasonable detail by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower for such payments made by the BorrowerSeller. 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 the Borrower shall pay to 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 of default shall occur under the terms of this Mortgage the Lender may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, shares in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, dispute shall be held 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 of valuing any Indemnity Escrowed Shares to be released from the Indemnity Escrow Account in satisfaction of an indemnity claim under this Agreement, such Indemnity Escrowed Shares shall be valued based upon the volume-weighted average price of a share of Xxxxx Common Stock for the purposes for which made as herein provided, may be held by Lender or its servicing agent and may be commingled with other funds 20 trading day period ending at the close of trading on the NYSE immediately preceding the date of the 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 the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxxjoint written instruction.

Escrows. Upon demand, Borrower Grantor shall deposit with the LenderBeneficiary, or at Lender’s Beneficiary'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 Note, a deposit to pay the costs of taxes, assessments Impositions and insurance premiums next due (“hereinafter collectively referred to as the "Charges”):") in an amount equal to: (a) Initially a sum One-twelfth (1/12th) of the annual Impositions next to become due upon the Premises; provided that, with the first such that the amounts deposit, there shall be deposited in addition an amount as estimated by Beneficiary which, when added to monthly deposits to be deposited pursuant made thereafter as provided for herein, shall assure to (b) next and such initial sum shall equal Beneficiary's satisfaction that there will be sufficient funds on deposit to pay the estimated Charges for the next due paymentImpositions as they come due; andplus (b) Thereafter One-twelfth (1/12th) of the annual premiums on each policy of insurance required to be maintained hereunder; provided that with the first such deposit there shall be deposited, in addition, an amount equal to one-twelfth (1/12th) 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 Beneficiary'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 Beneficiary at least one month in advance of the due on the Premisesdate. Lender Beneficiary will, upon the timely presentation to the Lender Beneficiary by the Borrower Grantor of the bills therefor, pay the Charges from such deposits or will upon presentation deposits. Grantor agrees to cooperate and assist in obtaining of receipted tax bills therefor, reimburse the Borrower for such payments made when requested by the BorrowerBeneficiary. 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 Borrower Grantor shall immediately pay to the Lender Beneficiary 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 Event of default Default shall occur under the terms of this Mortgage the Lender Deed of rust, Beneficiary may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Herebypayment of Charges whether then due or not or to the Indebtedness, in such order and manner as the Lender Beneficiary may elect. When the Indebtedness Secured Hereby has been fully paid paid, any remaining deposits shall be returned to the Borrower Grantor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured HerebyIndebtedness, shall be held for the purposes for which made as herein provided, may be held by Lender Beneficiary or its servicing agent and may be commingled with other funds of the Lender, Beneficiary or its servicing agent, shall be held without any allowance of interest thereon and without fiduciary responsibility on the part of Beneficiary or its agents and shall not be subject to the decision direction or control of the BorrowerGrantor. Neither Lender Beneficiary nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Beneficiary or its servicing agent may rely on any statement, xxxx bill or estimate procured from or issued by the payee without inquiry into inquirx xxto the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Beneficiary shall be under no duty to seek a tax division or apportionment of the tax xxxxbill, any payment of taxes based on a larger parcel shall be paid by Xxxntor, the deposits to be made hereunder shall be based on the larger tax parcel and Grantor shall expeditiously cause a tax subdivision to be made.

Escrows. Upon demandFrom and after the occurrence of any Event of Default, Borrower Mortgagor shall deposit with the Lender, or at Lender’s request, with its servicing agent, Mortgagee on the first day of each and every month hereafter as a deposit to pay the costs of taxeshereafter, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges taxes and assessments (the "Charges") due on or relating to the PremisesMortgaged Property as estimated by Mortgagee. Lender From time to time out of such deposits and to the extent such deposits are sufficient Mortgagee will, upon the presentation to the Lender Mortgagee by the Borrower Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower Mortgagor for such payments made by the BorrowerMortgagor. In the event (a) the deposits on hand shall are not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or (b) Mortgagee estimates that the prior current monthly deposits shall be are less than the currently estimated monthly amountsamounts necessary to pay the Charges as they become due from time to time, then the Borrower Mortgagor shall pay to the Lender Mortgagee on demand any the 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, as herein defined, shall occur under the terms of this Mortgage Mortgage, the Lender Loan Agreement, or the Note, Mortgagee may, at its option, without being required so to dodo so, apply any deposits deposit on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appearMortgagor or other person entitled thereto. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, and shall be held for the purposes for which made as herein provided, . Such deposits may be held by Lender or its servicing agent and may be commingled with other funds of the LenderMortgagee, or its servicing agent, and shall be held without any allowance of interest thereon and shall not be subject to the decision or control of the BorrowerMortgagor. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx or estimate procured from or issued by the payee without inquiry into the validity or accuracy The enforceability of the same. If the covenants relating to taxes shown and assessments provided in the tax statement shall be levied on property more extensive than the Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property Section 1.08 hereof and the Lender payment of premiums for insurance provided in Section 2.01 hereof shall not be under no duty affected except insofar as those obligations have been met by compliance with this Section. Mortgagee may from time to seek a tax division or apportionment time, at its option, waive, and after such waiver, reinstate any and all of the tax xxxxprovisions contained in this Section. While such waiver is in effect, Mortgagor shall pay taxes and assessments and premiums for insurance as herein provided.

Escrows. Upon demand, Borrower Mortgagor shall deposit with the LenderMortgagee, or at Lender’s 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 of taxes, assessments Impositions and insurance premiums next due (“hereinafter collectively referred to as the "Charges”):") in an amount equal to: (a) Initially a sum One-twelfth (1/12) of the annual Impositions next to become due upon the Premises; provided that, with the first such that the amounts deposit, there shall be deposited in addition an amount as estimated by Mortgagee which, when added to monthly deposits to be deposited pursuant made thereafter as provided for herein, shall assure to (b) next and such initial sum shall equal Mortgagee's satisfaction that there will be sufficient funds on deposit to pay the estimated Charges for the next due paymentImpositions as they come due; andplus (b) Thereafter One-twelfth (1/12) of the annual premiums on each policy of insurance required to be maintained hereunder; provided that with the first such deposit there shall be deposited, 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 insurance premiums 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 Premisesdate. Lender Mortgagee will, upon the timely presentation to the Lender Mortgagee by the Borrower 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 the Borrower for such payments made when requested by the BorrowerMortgagee. 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 Borrower Mortgagor shall immediately pay to the Lender 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 Event of default Default shall occur under the terms of this Mortgage the Lender Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Herebypayment of Charges whether then due or not or to the Indebtedness, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured HerebyIndebtedness, shall be held for the purposes for which made as herein provided, may be held by Lender Mortgagee or its servicing agent and may be commingled with other funds of the LenderMortgagee, 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 the BorrowerMortgagor. Neither Lender Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Mortgagee or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Mortgagee shall be under no duty to seek a tax division or apportionment of the tax xxxx, 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. Upon demand, Borrower Mortgagor shall deposit with the LenderMortgagee, or at Lender’s Mortgagee'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, assessments and insurance premiums next due (“"Charges”"): (a) Initially a sum such that the amounts to be deposited pursuant to paragraph 2.2 (b) next and such initial sum shall equal the estimated Charges for the next due paymentCharges; and (b) Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Premises. Lender Mortgagee will, upon the presentation to the Lender Mortgagee by the Borrower Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower Mortgagor for such payments made by the BorrowerMortgagor. 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 Borrower Mortgagor shall pay to the Lender 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 Mortgage, the Lender Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender Mortgagee may elect. When the Indebtedness Secured Hereby has been fully paid paid, any remaining deposits deposits, shall be returned to the Borrower Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which they were made as herein provided, may be held by Lender Mortgagee or its servicing agent and may be commingled with other funds of the LenderMortgagee, 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 BorrowerMortgagor. Neither Lender Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender Mortgagee or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower Mortgagor shall have no right to require an apportionment and Lender Mortgagee or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender Mortgagee shall be under no duty to seek a tax division or apportionment of the tax xxxx.

Escrows. Upon demandIf requested in writing by Mortgagee after the occurrence of an Event of Default, Borrower Mortgagor shall pay to Mortgagee at the time of each installment of principal and interest due under the Notes, and commencing with the first payment due after the date of such written request, a sum equal to one-twelfth ( 1/12th) of the estimated amount of real estate and school taxes, as well as any other governmental assessments for each year of the Loans. In addition, if requested in writing by Mortgagee after the occurrence of an Event of Default, Mortgagor may also be required to deposit with the LenderMortgagee, or at Lender’s requestin escrow, with its servicing agenteach monthly installment payment in the Loans, on in addition to the first day of each and every month hereafter as a deposit to pay the costs of taxesforegoing, assessments and insurance premiums next due (“Charges”): (a) Initially a sum such that the amounts to be deposited pursuant to (b) next and such initial sum shall equal the estimated Charges for the next due payment; and (b) Thereafter an amount equal to one-twelfth (( 1/12th) of the estimated annual Charges due on estimate amount of hazard and liability insurance premiums in connection with the Premisesinsurance required by Section 6.3 of this Mortgage. Lender will, upon the presentation to the Lender by the Borrower of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse the Borrower The escrow for such payments made by taxes and premiums, if required, will be subject to adjustment from time to time so that the Borrower. In the event the deposits amount on hand shall not deposit will be sufficient to pay all of such taxes and premiums, as the estimated Charges when case may be, as they become due, plus a minimum equal to at least two (2) months’ escrow installments. If such escrow funds are not sufficient to pay such taxes and assessments and/or insurance premiums, as applicable, as the same shall become due from time to timedue, or the prior deposits shall be less than the currently estimated monthly amounts, then the Borrower Mortgagor shall pay to the Lender on demand any amount Mortgagee, upon request, such additional amounts as necessary to make up the any deficiency. The excess of any such deposits No amount paid to Mortgagee hereunder shall be credited to subsequent payments deemed to be made for such items. If a default or an event of default shall occur under the terms of this Mortgage the Lender may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness Secured Hereby, in such order and manner as the Lender may elect. When the Indebtedness Secured Hereby has been fully paid any remaining deposits shall be returned to the Borrower as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness Secured Hereby, shall be held for the purposes for which made as herein provided, may be held by Lender or its servicing agent and trust funds but may be commingled with other general funds of the Lender, or its servicing agent, Mortgagee and no interest shall be payable thereon. Upon the occurrence of an Event of Default, Mortgagee shall have the right, at its sole discretion, to apply any amounts so held without any allowance of interest thereon and shall not be subject to against the decision or control of the Borrower. Neither Lender nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the sameObligations. If the taxes shown in the Mortgagor is not required to pay tax statement escrows pursuant to this Section, Mortgagor shall be levied promptly provide to Mortgagee on property more extensive than the Premisesa quarterly basis, then the amounts escrowed shall be based on the entire copies of receipted tax xxxx and Borrower shall have no right bills, canceled checks or other evidence reasonably satisfactory to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding Mortgagee evidencing that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxxassessments have been timely paid.

Escrows. Upon demand(i) At the Closing, Borrower Parent shall deposit $14,050,000 (the “Indemnity Escrow Amount”) in an account with the Lender, or at Lender’s request, 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 taxescosts, assessments fees or other expenses (including, without limitation, all claims for indemnification under Section 8.7(f)) related to the 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 insurance premiums next due (“Charges”): (a) Initially a sum such that shall not make any claims against the amounts Reserve Amount under this Agreement or otherwise. The Indemnity Escrow Amount shall be used to satisfy claims for indemnification by Parent Indemnitees determined to be deposited due and payable pursuant to this Agreement in 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 (bA) next and such initial sum each share of Preferred Stock shall equal the estimated Charges 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 next due Escrow Percentage of such payment and (D) payment for each In-the-Money Warrant shall equal the Escrow Percentage of such payment; and. Any disbursements of Indemnity Escrow Amounts to the Equityholders shall be made in accordance with the Company Charter as determined by either of the Holder Representatives in its discretion. (bii) Thereafter At the Closing, Parent shall deposit an amount equal to one-twelfth (1/12th) the sum of the estimated annual Charges due on the Premises. Lender willOption Payoff Amounts for all Unvested, upon the presentation In-the-Money Options outstanding immediately prior to the Lender Effective Time less the Escrow Percentage thereof (the “Option Escrow Amount”) in an account with the Escrow Agent (the “Option Escrow Fund”) to be held by the Borrower 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 Unvested Option, a portion of receipted bills therefor, reimburse the Borrower Option Escrow Amount equal to (A) the Option Payoff Amount for the portion of such payments made Unvested Option that has vested on such date less an amount equal to such Option Payoff Amount multiplied by the Borrower. In Escrow Percentage plus (B) if such Scheduled Vesting Date occurs on or after the event Escrow Termination Date, the deposits portion of any amount released from the Indemnity Escrow Fund to which 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 hand shall not be sufficient to pay all such date, as determined by either of the estimated Charges when Holder Representatives in its sole discretion. Distributions to employees holding Unvested, In-the-Money Options which are subject to the same shall become due from time to time, or provisions of Section 102 of the prior deposits Ordinance (“Section 102”) shall be less than made directly to a Trustee that qualifies under the currently estimated monthly amounts, then provisions of Section 102 and shall be subject to any tax ruling or approval from the Borrower shall pay to Israeli Tax Authority received either by the Lender on demand any amount necessary to make up the deficiencyCompany 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 Agreement and the Lender may, at its option, without being required so to do, apply any deposits on hand Escrow Agreement. (A) Notwithstanding anything to the Indebtedness Secured Herebycontrary 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 extinguished at the Lender may electEffective 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 Secured Hereby 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 be distributed is greater than $50,000, and on the Option Escrow Fund Termination Date to the Borrower 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 Secured Hereby, 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 Lender or its servicing agent and may be commingled with other funds provisions of the LenderCompany Charter regarding distributions to holders of Preferred Stock and Common Stock upon a Liquidation Event (as defined in the Company Charter), or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control as determined by either of the Borrower. Neither Lender nor Holder Representatives in its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Lender or its servicing agent may rely on any statement, xxxx 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 Premises, then the amounts escrowed shall be based on the entire tax xxxx and Borrower shall have no right to require an apportionment and Lender or its servicing agent may pay the entire tax xxxx notwithstanding that such taxes pertain in part to other property and the Lender shall be under no duty to seek a tax division or apportionment of the tax xxxxsole discretion.